Common use of HSR Matters Clause in Contracts

HSR Matters. 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 use their respective commercially reasonable efforts to (a) obtain all authorizations or waivers required under the HSR Act to consummate the transactions contemplated 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 to all inquiries received from the DOJ or the FTC for additional information or documentation. Buyer shall be responsible for paying all filing fees associated with filings under the HSR Act. Each of Buyer and Seller shall furnish to the other Party such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing that is necessary under the HSR Act. Buyer and Seller shall keep each other apprised of the status of any communications with, and any inquiries 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 initial inquiry by the DOJ or FTC. Notwithstanding anything to the contrary contained herein, Buyer shall have no obligation to sell or divest any of its assets or any of the assets of its Affiliates assets pursuant to any Divestiture Order, and Buyer’s (or its Affiliates’) failure to sell or divest any of its assets shall not be deemed to be a breach or default by Buyer of this Agreement.

HSR Matters. Buyer Each party hereto shall make an appropriate filing of a Notification and Seller have each filed their respective Notification Reports Report Form pursuant to the HSR Act with the FTC respecting respect to the transactions contemplated by this Agreement and have requested 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. Each party hereby agrees to use its 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 respond promptly to all investigatory requests as may be made by the government. In the event that a Request for Additional Information is issued under the HSR Act. Buyer , each party agrees to furnish all information required and Seller shall use their respective commercially reasonable efforts to (a) obtain all authorizations or waivers required 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 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 Purchaser or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid by the Purchaser. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by either Purchaser or the Company or any Subsidiary to consummate the transactions contemplated hereby, including making all filings with (i) the Antitrust Division of the DOJ and the FTC required Company shall not, without Purchaser's prior written consent, commit to any divestiture transaction, or commit to alter its business or commercial lines in connection therewith any way or any Subsidiary’s business or commercial lines in any way, and (bii) respond as promptly as practicable Purchaser shall not be required to all inquiries received from the DOJ (A) divest or the FTC for additional information hold separate or documentation. Buyer shall be responsible for paying all filing fees associated otherwise take or commit to take any action that limits its freedom of action with filings under the HSR Act. Each of Buyer and Seller shall furnish respect to, or its ability to the other Party such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing that is necessary under the HSR Act. Buyer and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information fromretain, the FTC Company 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 initial inquiry by the DOJ or FTC. Notwithstanding anything to the contrary contained herein, Buyer shall have no obligation to sell or divest any of its assets Subsidiary (or any of the businesses, product lines or assets of its Affiliates assets pursuant to the Company or any Divestiture Order, and Buyer’s (Subsidiary) or its Affiliates’) failure to sell Purchaser or divest any of its affiliates (or any of the businesses, product lines or assets shall not be deemed to be a breach of Purchaser or default by Buyer any of this Agreementits 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. 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 use their respective commercially reasonable efforts to (a) obtain all authorizations or waivers required under the HSR Act to consummate the transactions contemplated 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 to all inquiries received from the DOJ or the FTC for additional information or documentation. Buyer shall be responsible for paying all filing fees associated with filings under the HSR Act. Each of Buyer and Seller shall furnish to the other Party such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing that is necessary under the HSR Act. Buyer and Seller shall keep each other apprised of the status of any communications with, and any inquiries 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 Agreement, and their respective Affiliates shall have the right to terminate the Pipeline 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 initial inquiry by the DOJ or FTC. Notwithstanding anything to the contrary contained herein, Buyer shall have no obligation to sell or divest any of its assets or any of the assets of its Affiliates assets pursuant to any Divestiture Order, and Buyer’s (or its Affiliates’) failure to sell or divest any of its assets shall not be deemed to be a breach or default by Buyer of this Agreement.

HSR Matters. Buyer Each party hereto shall make an appropriate filing of a Notification and Seller have each filed their respective Notification Reports Report Form pursuant to the HSR Act with the FTC respecting respect to the transactions contemplated by this Agreement and have requested 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. Each party hereby agrees to use its 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 respond promptly to all investigatory requests as may be made by the government. In the event that a Request for Additional Information is issued under the HSR Act. Buyer , each party agrees to furnish all information required and Seller shall use their respective commercially reasonable efforts to (a) obtain all authorizations or waivers required 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 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 Purchaser or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid by the Purchaser. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by either Purchaser or the Company or any Subsidiary to consummate the transactions contemplated hereby, including making all filings with (i) the Antitrust Division of the DOJ and the FTC required Company shall not, without Purchaser's prior written consent, commit to any divestiture transaction, or commit to alter its business or commercial lines in connection therewith any way or any Subsidiary's business or commercial lines in any way, and (bii) respond as promptly as practicable Purchaser shall not be required to all inquiries received from the DOJ (A) divest or the FTC for additional information hold separate or documentation. Buyer shall be responsible for paying all filing fees associated otherwise take or commit to take any action that limits its freedom of action with filings under the HSR Act. Each of Buyer and Seller shall furnish respect to, or its ability to the other Party such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing that is necessary under the HSR Act. Buyer and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information fromretain, the FTC Company 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 initial inquiry by the DOJ or FTC. Notwithstanding anything to the contrary contained herein, Buyer shall have no obligation to sell or divest any of its assets Subsidiary (or any of the businesses, product lines or assets of its Affiliates assets pursuant to the Company or any Divestiture Order, and Buyer’s (Subsidiary) or its Affiliates’) failure to sell Purchaser or divest any of its affiliates (or any of the businesses, product lines or assets shall not be deemed to be a breach of Purchaser or default by Buyer any of this Agreementits 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.