Common use of Limitations on Regulatory Efforts Clause in Contracts

Limitations on Regulatory Efforts. Notwithstanding anything to the contrary set forth in this Agreement (including Section 5.3(b)): (i) in no event shall (A) any Party or any of its Subsidiaries be required to agree to any term, condition, obligation, liability, requirement, limitation, qualification, remedy, commitment, sanction or other action imposed, required or requested by a Governmental Antitrust Authority in connection with effecting (y) the expiration of any waiting period under applicable Antitrust Laws, or (z) a Governmental Antitrust Authority’s grant of any consent, registration, approval, non-objection, permit or authorization, that is not conditioned upon the consummation of the transactions contemplated by this Agreement, or (B) the Company or any of its Subsidiaries agree with a Governmental Antitrust Authority to any term, condition, obligation, liability, requirement, limitation, qualification, remedy, commitment, sanction or other action in connection with the expiration of any such waiting period or obtaining of any such consent, registration, approval, non-objection, permit or authorization without the prior written consent of Parent (which consent may , subject to Parent’s other obligations in this Section 5.3, be withheld in Parent’s sole discretion). (ii) the Parties hereby acknowledge and agree that neither this Section 5.3 nor the “reasonable best efforts” standard in this Section 5.3 nor any other provision set forth in this Agreement shall require, or be construed to require, Parent or any of its Subsidiaries, in order to effect the expiration of any waiting periods under applicable Antitrust Laws or the obtaining from any Governmental Antitrust Authority of any consent, registration, approval, non-objection, permit or authorization to consummate the transactions contemplated by this Agreement, or for any other reason, to agree to any Burdensome Condition.

Limitations on Regulatory Efforts. Notwithstanding anything to the contrary set forth in this Agreement (including Section 5.3(b7.6(b)): (i) in no event shall (A1) any Party or any of its Subsidiaries be required to agree to any term, condition, obligation, liability, requirement, limitation, qualification, remedy, commitment, sanction or other action imposed, required or requested by a Governmental Antitrust Authority Entity in connection with effecting (y) the expiration of any waiting period under applicable Antitrust Laws, Law or (z) a Governmental Antitrust AuthorityEntity’s grant of any consent, registration, approval, non-objection, permit or authorization, in each case necessary or advisable in order to consummate the transactions contemplated by this Agreement that is not conditioned upon the consummation of the transactions contemplated by this Agreement, Agreement or (B2) the Company or any of its Subsidiaries agree with a Governmental Antitrust Authority Entity to any term, condition, obligation, liability, requirement, limitation, qualification, remedy, commitment, sanction or other action in connection with the expiration of any such waiting period or obtaining of any such consent, registration, approval, non-objection, permit or authorization without the prior written consent of Parent (which consent may , subject to Parent’s other obligations in this Section 5.3, be withheld in Parent’s sole discretion).; and (ii) the Parties hereby acknowledge and agree that neither this Section 5.3 7.6 nor the “reasonable best efforts” standard in this Section 5.3 7.6 nor any other provision set forth in this Agreement shall require, or be construed to require, Parent or any of its Subsidiaries, in order to effect the expiration of any waiting periods under applicable Antitrust Laws Law or the obtaining from any Governmental Antitrust Authority Entity of any consent, registration, approval, non-objection, permit or authorization to consummate the transactions contemplated by this Agreement, or for any other reason, to agree to any Burdensome Condition; provided that Parent can compel the Company to (and to cause the Company’s Subsidiaries to) agree to any such Burdensome Condition so long as the effectiveness of Burdensome Condition is conditioned upon the consummation of the transactions contemplated by this Agreement.

Limitations on Regulatory Efforts. Notwithstanding anything to the contrary set forth in this Agreement (including Section 5.3(b7.6(b)): (i) in no event shall (A1) any Party or any of its Subsidiaries be required to proffer or agree to any term, condition, obligation, liability, requirement, limitation, qualification, remedy, commitment, sanction or other action imposed, required or requested by a Governmental Entity (including any Governmental Antitrust Authority Entity) in connection with effecting (yx) the expiration of any waiting period under applicable Antitrust Laws, Law or (z) a Governmental Entity’s (including any Governmental Antitrust Authority’s Entity’s) grant of any consent, registration, approval, non-objection, permit or authorization, in each case necessary or advisable in order to consummate the transactions contemplated by this Agreement, including the other Company Approvals and the other Parent Approvals, that is not conditioned upon the consummation of the transactions contemplated by this Agreement, Agreement or (B2) the Company or any of its Subsidiaries agree with a Governmental Antitrust Authority to any term, condition, obligation, liability, requirement, limitation, qualification, remedy, commitment, sanction or other action in connection with the expiration of any such waiting period or obtaining of any such consent, registration, approval, non-objection, permit or authorization without the prior written consent of Parent (which consent may , subject to Parent’s other obligations in this Section 5.3, be withheld in Parent’s sole discretion).; and (ii) the Parties hereby acknowledge and agree that neither this Section 5.3 7.6 nor the “reasonable best efforts” standard in this Section 5.3 nor any other provision set forth in this Agreement shall require, or be construed to require, Parent or any of its Subsidiaries, in order to effect the expiration of any waiting periods under applicable Antitrust Laws Law or the obtaining from any Governmental Antitrust Authority Entity of any consent, registration, approval, non-objection, permit or authorization to consummate proffer or agree to any term, condition, obligation, liability, requirement, limitation, qualification, remedy, commitment, sanction or other action that is, or would reasonably be expected to result in, a Burdensome Condition; provided, that Parent can compel the Company to (and to cause the Company’s Subsidiaries to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the transactions contemplated by this Agreement, or for any other reason, to agree to any Burdensome Condition.