Merger Control Filing Clause Samples
Merger Control Filing. The Purchaser 1, 2 and 3 shall submit the necessary merger control filing without undue delay after the date of this Agreement to the German Federal Cartel Office and any other competent merger control authorities. The Seller shall cooperate with Purchaser 1, 2 and 3 as required to expedite the merger - 18 - control clearance process. Should there be any need for further information with respect to the Group Companies for such filing(s) Seller shall provide the Purchaser 1, 2 and 3 with such information without undue delay. The Parties shall not be required to consent to or fulfill any obligations, conditions and commitments required by a merger control authority in connection with any merger control clearance. No Party shall be required to appeal any decision of the Federal Cartel Office or any other competent merger control authority.
Merger Control Filing. 8.1 The Parties agree that the Purchaser shall submit to the competent cartel authorities the necessary merger control filings of the proposed concentration set out in this Agreement. The Sellers already transferred information from their side for the merger control filing to the Purchaser and shall provide the Purchaser with any other information requested by the Purchaser for the preparation of such filing in good time and in complete and accurate form.
8.2 The Purchaser shall be obliged to submit the necessary merger control applications to the competent cartel authorities without undue delay and latest 10 (ten) Business Days following the Signing Date. The Purchaser will use reasonable efforts to comply with all deadlines stated by the cartel authorities and to take all measures necessary within the proceedings without undue delay. If this requires the Sellers’ support, the Sellers will ensure that the necessary measures are taken.
8.3 If one or more of the cartel authorities prohibit the merger, or grant clearance only under conditions (Bedingungen oder Auflagen), the Purchaser may within two weeks from receipt of the decision of the cartel authorities rescind this Agreement by notice to the Sellers with effect for and against all Parties to this Agreement. Prior to a rescission, the Purchaser, consulting with the Sellers, shall analyse whether the transaction contemplated under this Agreement can be conducted in compliance with the conditions stipulated or implemented in a modified manner, or whether the Parties shall take legal action against the prohibition or – if applicable – against any conditions stipulated, without being obliged to do so.