Common use of HSR Matters Clause in Contracts

HSR Matters. Each of the parties hereto shall cooperate in good faith and take all actions reasonably necessary or appropriate to file with the Federal Trade Commission and the Department of Justice a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable best efforts to expeditiously and diligently prosecute to a favorable conclusion such filing and to promptly respond to any request for additional information issued pursuant to the HSR Act. The Company, Parent and Merger Sub shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Entity in connection with antitrust or related matters. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall (1) give the other prompt notice of any Claim commenced or threatened by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (2) keep the other informed as to the status of any such Claim or threat, and (3) promptly inform the other of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Merger. Except as may be prohibited by any Governmental Entity or by applicable law and subject to existing confidentiality obligations to third Persons, the Company, on the one hand, and Parent and Merger Sub, on the other hand, will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act. In addition, except as may be prohibited by any Governmental Entity or by applicable law, in connection with any Claim under or relating to the HSR Act or any other similar Claim, each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will permit authorized representatives of the other to be present at each meeting or conference relating to any such Claim and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such Claim.

HSR Matters. Each (a) If applicable, promptly following the execution of this Agreement and no later than 15 Business Days thereafter, the parties hereto shall cooperate in good faith Parties will file or cause to be filed any applicable notification and take all actions reasonably necessary or appropriate report forms and related material that they may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and will join in a premerger notification request for early termination of applicable waiting periods under the HSR Act. Buyer and report form Seller shall evenly split the filing fee and all other fees required to be paid in connection with any such filings contemplated by this Section 9.5. (b) Each Party shall (i) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s HSR Act filings, (ii) use Reasonable Efforts to cause the expiration or termination of the notice or waiting periods under the HSR Act as promptly as is reasonably practicable, (iii) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (iv) consult and cooperate with the other Parties in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and proceedings with Governmental Authorities relating to such filings, including, subject to Law, permitting the other Parties to review in advance any proposed written communication between it and any Governmental Authority, (v) comply, as promptly as is reasonably practicable, with any requests received from any Governmental Authority by such Party or any of its Affiliates under the HSR Act for additional information, documents or other materials, and (vi) use Reasonable Efforts to resolve any objections as may be asserted by any Governmental Authority under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable best efforts to expeditiously and diligently prosecute to a favorable conclusion such filing and to promptly respond to any request for additional information issued pursuant to the HSR Act. The Company, Parent and Merger Sub shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Entity in connection with antitrust or related matters. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall (1) give the other prompt notice of any Claim commenced or threatened by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement. (c) If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to such filings, (2) keep it will give the other informed as Parties reasonable prior notice of, and an opportunity to participate in, such meeting or discussion. (d) Notwithstanding anything to the status of any such Claim or threatcontrary in this Agreement, and (3) promptly inform the other of any communication to or from the Federal Trade Commissionin no event shall Buyer, the Department of Justice Seller or any other Governmental Entity regarding the Merger. Except as may of their respective Affiliates be prohibited by any Governmental Entity or by applicable law and subject to existing confidentiality obligations to third Persons, the Company, on the one hand, and Parent and Merger Sub, on the other hand, will consult and cooperate with one another, and will consider in good faith the views of one anotherrequired, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act. In addition, except as may be prohibited demand by any Governmental Entity Authority or by applicable lawotherwise prior to Closing, in connection to agree or commit to (i) divest, hold separate, offer for sale, abandon, limit its operation of, or take similar action with respect to any Claim under assets (tangible or relating to the HSR Act intangible) or any other similar Claimbusiness interest of any of them, each or (ii) any restrictions or actions that after the Closing Date would limit the freedom of Buyer to operate its business as of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will permit authorized representatives of the other to be present at each meeting or conference relating to any such Claim and to have access to and be consulted Closing Date in connection a manner consistent with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such Claimpast practices.

HSR Matters. Each of the parties hereto shall cooperate in good faith and take all actions reasonably necessary or appropriate to file with the Federal Trade Commission and the Department of Justice a premerger notification and report form under the HSR Act with respect (1) Prior to the Merger as promptly as reasonably possible following execution Closing, upon the terms and delivery subject to the conditions of this Agreement. Each of the parties agrees to use reasonable best efforts to expeditiously and diligently prosecute to a favorable conclusion such filing and to promptly respond to any request for additional information issued pursuant to the HSR Act. The Company, Parent and Merger Sub shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Entity in connection with antitrust or related matters. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall (1) give the other prompt notice of any Claim commenced or threatened by or before any Governmental Entity with respect to the Merger or any of the other transactions except as contemplated by this Agreement, the Parties shall take, or cause to be taken, Commercially Reasonable Efforts to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction contemplated by this Agreement as promptly as reasonably practicable, including the preparation and filing of all forms, registrations and notices required pursuant to applicable law to be filed to consummate the transaction contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, releases, orders, licenses, permits, qualifications, exemptions, waiting period expirations or terminations or waivers by any third party or governmental authority as soon as reasonably practicable but in no event later than the Outside Date. In furtherance of the foregoing, the Parties agree (2A) keep that as promptly as reasonably practicable following the other informed execution of this Agreement, but in no event later than thirty (30) calendar days after the date of this Agreement, shall make all filings as to required by the status of any such Claim or threat, HSR Act; and (3B) to comply at the earliest practical date with any request for information, whether voluntary or compelled, from a governmental authority in respect of the HSR Act filing or related proceeding. Each Party shall promptly inform the other Party hereto of any communication (oral or written) to with or from a governmental authority, and provide copies of any written communication to, with or from, any governmental authority regarding any such filings (excluding documents and communications which are subject to preexisting confidentiality agreements or the Federal Trade Commissionattorney-client privilege or work product doctrine or which refer to valuation of the Purchased Interests). No Party shall independently initiate or participate in any meeting or discussion, either in person, writing or by telephone, with any governmental authority in respect of any such filings, investigation, or other inquiry without giving the other Party prior notice of the meeting or discussion and, unless prohibited by such governmental authority, the Department of Justice or any other Governmental Entity regarding the Merger. Except as opportunity to attend and participate, provided that either Party may be prohibited participate in a non-material, non-substantive communication initiated by any Governmental Entity or by applicable law a governmental authority and subject to existing confidentiality obligations to third Persons, the Company, on the one hand, and Parent and Merger Sub, on promptly notify the other hand, will Party of such communication. The Parties shall consult and cooperate with one another, another and will consider in good faith the views of one another, jointly determine any strategies or tactics in connection with any analysisobtaining the expiration or termination of all applicable waiting periods under the HSR Act, appearanceincluding all analyses, presentationappearances, memorandumpresentations, briefmemoranda, argumentbriefs, opinion or proposal arguments, opinions and proposals made or submitted in connection with by or on behalf of any Legal Proceeding under or party hereto relating to the HSR Act. In addition, except as may be prohibited by any Governmental Entity or by applicable law, in connection with any Claim proceedings under or relating to the HSR Act or any other similar ClaimAntitrust Law. Neither Party shall be obligated to share any information that contains attorney client information or work product absent the entry of a mutually agreeable joint defense agreement. (2) Buyer and Seller shall use their respective Commercially Reasonable Efforts to avoid each and every impediment under the HSR Act and to resolve any objection or assertion by any governmental authority or to resolve an action or proceeding by any governmental authority or other person, each whether by judicial or administrative action, challenging this Agreement or the consummation of the Companytransactions contemplated by this Agreement or the performance of obligations hereunder under the Antitrust Laws so as to enable the Closing to occur as soon as reasonably possible (and in any event not later than the Outside Date). Buyer shall be responsible for and shall pay all of its fees, on expenses and costs in complying with this Section 8(c)(i) and reimburse Seller for the one handHSR Expenses as provided in Section 2(c) or Section 10(b). (3) Notwithstanding anything to the contrary contained in this Agreement, neither Buyer nor Seller shall be required to place any restrictions on, or accept any condition, undertake any obligation, or take or refrain from taking any other action that would apply to or affect, Buyer’s or Buyer’s Affiliates or Seller’s or Seller’s Affiliates pre-existing or future business or assets, and Parent neither Buyer and Merger Sub, on its Affiliates nor Seller and its Affiliates shall be required to dispose of any assets as a condition to the other hand, will permit authorized representatives granting of any order or authorization of consent necessary for authorizing the consummation of the other transactions contemplated by this Agreement or the instruments, documents and agreements referred to be present at each meeting herein or conference relating to any such Claim and to have access to and be consulted executed in connection with transactions contemplated hereby (including the Assignment), or as may be required to avoid, lift, vacate or reverse any documentlegislative, opinion administrative or proposal made judicial action. For avoidance of doubt, nothing provided herein shall amend, modify or submitted limit a Party’s right to any Governmental Entity in connection with any such Claimterminate this Agreement pursuant to Section 10(a)(v).