Common use of Legal Conditions to Transactions Clause in Contracts

Legal Conditions to Transactions. Each of Seller and Purchaser shall use its reasonable best efforts to comply promptly with all legal requirements which may be imposed with respect to the transactions contemplated by this Agreement (which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Body) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them. Each of Seller and Purchaser shall pay 50% of the filing fee payable on submission of the required notification under the HSR Act and 50% of the cost of any economist(s) and other outside consultants retained by the parties in connection with such submission. Each of Seller and Purchaser shall take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Body required to be obtained or made by Seller or Purchaser in connection with the transactions contemplated by this Agreement. Neither Seller nor Purchaser shall be required to take any action pursuant to this Section 5.12 if any Governmental Body that has the authority to enforce any antitrust or similar laws seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, Purchaser shall not be required to sell or dispose of or hold separately any assets, businesses or other interests of Purchaser (including, without limitation, any Acquired Assets or the Acquired Business) or make any other changes in any portion of Purchaser’s business (including, without limitation, the Acquired Business) or incur any other limitation on the conduct of Purchaser or its business (including, without limitation, the Acquired Business) in order to obtain such consents, authorizations, order, approvals or exemptions or agree to do, or submit to orders providing for, any of the foregoing, in each case whether before or after the Closing.

Legal Conditions to Transactions. (a) Each of Seller the Parties shall, and Purchaser shall cause its Subsidiaries to, use its their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which Legal Requirements that may be imposed on such Party or its Subsidiaries with respect to the transactions contemplated by this Transactions and to consummate the Transactions as soon as practicable after the Agreement Date, (which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Bodyii) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them. Each of Seller and Purchaser shall pay 50% of the filing fee payable on submission of the required notification under the HSR Act and 50% of the cost of any economist(s) and other outside consultants retained by the parties in connection with such submission. Each of Seller and Purchaser shall take all reasonable actions necessary to obtain (and will to cooperate with each the other in obtainingParty to obtain) any consent, authorization, order Order or approval of, or any exemption by, any Governmental Body and any other third party that is required to be obtained by each of the Parties or made by Seller or Purchaser any of their respective Subsidiaries in connection with the transactions contemplated by Transactions, including all steps necessary to promptly identify any impediments to complying with all Legal Requirements or to obtaining such consents, Table of Contents authorizations, Orders, approvals, or exemptions, and (iii) to take all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied. Each of the Parties shall cooperate with one another and with Governmental Bodies to resolve or settle any issues as early as possible. Notwithstanding anything in this Agreement. Neither Seller Agreement to the contrary, neither Buyer nor Purchaser any of its Subsidiaries shall be required to (A) divest any of its or any of its Subsidiaries’ businesses, product lines or assets, or (B) take or agree to take any other action pursuant or agree to this Section 5.12 any limitation that, individually or in the aggregate, would reasonably be expected to be material and adverse to Buyer and its Subsidiaries, collectively, after the Closing Date. Neither the Top Level Operating Companies or any Subsidiary Operating Company shall be required to (x) divest any of their respective businesses, product lines or assets, or (y) take or agree to take any other action or agree to any limitation that, individually or in the aggregate, would reasonably be expected to be material and adverse to the Operating Companies, collectively. (b) In furtherance and not in limitation of the covenants of the Parties contained in Sections 6.4, 6.5 or 6.12(a), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable Legal Requirement or legal obligation or requirement, or if any statute, rule, regulation or Order is enacted, entered, promulgated or enforced by a Governmental Body that has would make the authority to enforce any antitrust Transactions illegal or similar laws seeks, would otherwise prohibit or authorizes its staff to seek, a preliminary injunction materially impair or restraining order to enjoin materially delay the consummation of the transactions contemplated by this AgreementTransactions, each of Buyer and Selling Shareholder will cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any judgment or Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions and to have such statute, rule, regulation or Order repealed, rescinded or made inapplicable so as to permit consummation of the Transactions. Notwithstanding the foregoing, Purchaser shall not be required to sell foregoing or dispose of or hold separately any assets, businesses or other interests of Purchaser (including, without limitation, any Acquired Assets or the Acquired Business) or make any other changes provision of this Agreement, nothing in any portion of Purchaserthis Section 6.12(b) will limit either Buyer’s business (including, without limitation, the Acquired Business) or incur any other limitation on the conduct of Purchaser or its business (including, without limitation, the Acquired Business) in order Selling Shareholders’ right to obtain such consents, authorizations, order, approvals or exemptions or agree terminate this Agreement pursuant to do, or submit to orders providing for, any of the foregoing, in each case whether before or after the ClosingArticle VIII.