Common use of HSR Notification Clause in Contracts

HSR Notification. As soon as practicable after the execution of this Agreement, but in any event no later than 30 days after such execution, Seller and Buyer will each complete and file, or cause to be completed and filed, any notification and report required to be filed under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the transactions contemplated by this Agreement; and each such filing will request early termination of the waiting period imposed by the HSR Act. The parties will use their commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters. Each party will cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and will furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSR Act. The parties will use their respective commercially reasonable efforts to overcome any objections which may be raised by the FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Notwithstanding the foregoing, neither Buyer nor Seller will be required to make any significant change in the operations or activities of their respective business (or any material assets employed therein) or that of any of their respective Affiliates, if such party determines in good faith that such change would be materially adverse to the operations or activities of such business (or any material assets employed therein), provided such business has significant assets, net worth, or revenue. Each party will pay its own filing fees under the HSR Act in connection with the transactions contemplated by this Agreement.

Appears in 5 contracts

Samples: Reorganization Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Charter Communications Inc /Mo/)

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HSR Notification. As soon as practicable after the execution of this Agreement, but in any event no later than 30 days after such execution, Seller and Buyer will each complete and file, or cause to be completed and filed, any notification and report required to be filed under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the transactions contemplated by this Agreement; and each such filing will request early termination of the waiting period imposed by the HSR Act. Each party will bear its own costs incurred with respect to such filings. The parties will use their commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters. Each party will cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and will furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSR Act. The parties will use their respective commercially reasonable efforts to overcome any objections which may be raised by the FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Notwithstanding the foregoing, neither Buyer nor Seller will be required to make any significant change in the operations or activities of their respective business (or any material assets employed therein) or that of any of their respective Affiliates, if such party determines in good faith that such change would be materially adverse to the operations or activities of such business (or any material assets employed therein), provided such business has significant assets, net worth, or revenue. Each party of Buyer and Seller will pay coordinate with the other with respect to its own filing fees filings and will cooperate to prevent inconsistencies between their respective filings and will furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSR Act in connection with the transactions contemplated by this AgreementAct.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Mediacom Communications Corp), Asset Purchase Agreement (Mediacom Communications Corp), Asset Purchase Agreement (Mediacom Communications Corp)

HSR Notification. As soon as practicable after the execution of this Agreement, but in any event no later than 30 60 days after such executionthe date of this Agreement, Seller Insight and Buyer TCI will each complete and file, or cause to be completed and filed, any notification and report required to be filed under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements HSR Act of 1976, as amended (the "HSR Act"), with respect to the transactions contemplated by this Agreement; and each such filing will shall request early termination of the waiting period imposed by the HSR Act. The parties will shall use their commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters. Each party will cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and will furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSR Act. The parties will shall use their respective commercially reasonable efforts to overcome any objections which may be raised by the FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Notwithstanding the foregoing, neither Buyer nor Seller will no party shall be required to make any significant change in the operations or activities of their respective the business (or any material assets employed therein) of such party or that of any of their respective its Affiliates, if such a party determines in good faith that such change would be materially adverse to the operations or activities of such the business (or any material assets employed therein), provided ) of such business has party or any of its Affiliates having significant assets, net worth, worth or revenue. Each of the parties will coordinate with the other party with respect to its filings and will pay cooperate to prevent inconsistencies between their respective filings and will furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its own filing fees preparation of necessary filings or submissions under the HSR Act Act. Notwithstanding anything to the contrary in this Agreement if either party determines in its reasonable business judgment that a request for additional data and information in connection with the transactions contemplated HSR Act is unduly burdensome, either party may terminate this Agreement by this Agreementnotifying the other party within 30 days following the unduly burdensome request.

Appears in 1 contract

Samples: Asset Exchange Agreement (Insight Communications Co Inc)

HSR Notification. As soon as practicable after the execution of this Agreement, but in any event no later than 30 days after such execution, Seller and Buyer will each complete and file, or cause to be completed and filed, any notification and report required to be filed under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the transactions contemplated by this Agreement; and each such filing will request early termination of the waiting period imposed by the HSR Act. The parties will use their commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters. Each party will cooperate to prevent inconsistencies between their respective filings and between their respective responses to all such inquiries and requests, and will furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSR Act. The parties will use their respective commercially reasonable efforts to overcome any 39 46 objections which may be raised by the FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Notwithstanding the foregoing, neither Buyer nor Seller will be required to make any significant change in the operations or activities of their respective business (or any material assets employed therein) or that of any of their respective Affiliates, if such party determines in good faith that such change would be materially adverse to the operations or activities of such business (or any material assets employed therein), provided such business has significant assets, net worth, or revenue. Each party will pay its own filing fees under the HSR Act in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Charter Communications Inc /Mo/)

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HSR Notification. As soon as practicable after the execution of this Agreement, but in any event no later than 30 60 days after such executionthe date of this Agreement, Seller Century and Buyer TCI will each complete and file, or cause to be completed and filed, any notification and report required to be filed under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements HSR Act of 1976, as amended (the "HSR Act"), with respect to the transactions contemplated by this Agreement; and each such filing will shall request early termination of the waiting period imposed by the HSR Act. The parties will Century and TCI shall use their commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters. Each party will cooperate to prevent inconsistencies between their respective filings Century and between their respective responses to all such inquiries and requests, and will furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSR Act. The parties will TCI shall use their respective commercially reasonable efforts to overcome any objections which may be raised by the FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Notwithstanding the foregoing, neither Buyer Century nor Seller will TCI shall be required to make any significant change in the operations or activities of their respective the business (or any material assets employed therein) of such party or that of any of their respective its Affiliates, if such a party determines in good faith that such change would be materially adverse to the operations or activities of such the business (or any material assets employed therein), provided ) of such business has party or any of its Affiliates having significant assets, net worth, worth or revenue. Each party of Century and TCI will pay coordinate with the other with respect to its own filing fees filings and will cooperate to prevent inconsistencies between their respective filings and will furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions under the HSR Act in connection with the transactions contemplated by this AgreementAct.

Appears in 1 contract

Samples: Asset Contribution Agreement (Century Communications Corp)

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