Common use of Merger Control Proceedings; Other Regulatory Requirements Clause in Contracts

Merger Control Proceedings; Other Regulatory Requirements. (a) The Purchaser shall ensure that any filings to be made with the competent merger control authorities or other governmental authorities, to the extent they have not already been made prior to the Signing Date, will be made within fifteen (15) Business Days after the Signing Date, unless the applicable laws and regulations require an earlier filing. Such filings shall be made by the Purchaser on behalf of all Parties, provided, however, that the contents of such filings shall require prior written approval of the Sellers, which shall not unreasonably be withheld. The Sellers and the Purchaser shall closely cooperate in the preparation of such filings. Each Party shall without undue delay provide all other Parties with copies of any correspondence with the merger control or other governmental authorities and with copies of any written statement, order or decision of such authorities. All parties shall closely cooperate in any discussions and negotiations with the competent authorities Project Horizon SPA, Execution Version 27/28 May 2014 with the objective to obtain clearance for the transaction contemplated by this Agreement in the shortest time period possible. The Purchaser may waive (zurücknehmen) filings with the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the Sellers. If the competent authorities are prepared to grant their approval only subject to compliance with specific conditions or obligations to be imposed upon the Purchaser, the Purchaser shall accept the imposition of such conditions and obligations, unless the acceptance causes Unreasonable Commercial Hardship (wirtschafiliche Unzumutbarkeit) for the Purchaser. For the purposes of this Section 11.1, Unreasonable Commercial Hardship shall mean where complying with such conditions and obligations would result in an aggregate loss of sales (Umsatz) of at least EUR 45,000,000 of the entities of the Vinnolit Group and the Minority Participations, the Westlake group of companies (consisting of Purchaser’s Guarantor and its Affiliates and participations) or any combination of such entities. Between the Signing Date and the Closing Date, the Purchaser shall not make any acquisitions that could directly or indirectly delay or otherwise negatively affect the decision of any of the competent cartel authorities to clear the transaction contemplated hereunder.

Merger Control Proceedings; Other Regulatory Requirements. (a) The Subject to compliance by Sellers with their obligations under this Section 10.1 the Purchaser shall ensure that any filings to be made with the competent merger control authorities or other governmental authorities, to the extent they have not already been made prior to the Signing Date, will be made within fifteen (15) Business Days after the Signing Date, unless the applicable laws and regulations require an earlier filing. Such filings shall be made by the Purchaser on behalf of all Parties, provided, however, that the contents of such filings shall require prior written approval of all of the Sellers, which shall not be unreasonably be withheld. The Sellers and the Purchaser shall closely cooperate in the preparation of such filings. Each Party shall without undue delay provide all other Parties with copies of any substantive correspondence with the merger control or other governmental authorities and with copies of any written statement, order or decision of such authorities. All parties Parties shall closely cooperate in any discussions and negotiations with the competent authorities Project Horizon SPA, Execution Version 27/28 May 2014 with the objective to obtain clearance for the transaction transactions contemplated by this Agreement in the shortest time period possible. The Purchaser may waive (zurücknehmen) filings with the competent authorities or agree with such authorities on the an extension of any examination period only with the express prior written consent of all of the Sellers, which shall not be unreasonably withheld. If The Purchaser shall use all reasonable endeavours to obtain any necessary clearance, consent or approval from the competent authorities are prepared to grant their approval only subject to compliance with specific conditions or obligations to be imposed upon the Purchaser, the Purchaser shall accept the imposition of such conditions and obligations, unless the acceptance causes Unreasonable Commercial Hardship (wirtschafiliche Unzumutbarkeit) for the Purchaser. For the purposes of this Section 11.1, Unreasonable Commercial Hardship shall mean where complying with such conditions and obligations would result in an aggregate loss of sales (Umsatz) of at least EUR 45,000,000 of the entities of the Vinnolit Group and the Minority Participations, the Westlake group of companies (consisting of Purchaser’s Guarantor and its Affiliates and participations) or any combination of such entities. Between the Signing Date and the Closing Date, the Purchaser shall not make any acquisitions that could directly or indirectly delay or otherwise negatively affect the decision of any of the competent cartel authorities to clear the transaction contemplated hereunderauthorities.

Merger Control Proceedings; Other Regulatory Requirements. (a) The Purchaser shall ensure that any filings to be made with the competent merger control authorities or other governmental authorities, to the extent they have not already been made prior to the Signing Date, will be made within fifteen (15) ten Business Days after the Signing Date, unless the applicable laws and regulations require an earlier filing. Such filings shall be made by the Purchaser on behalf of all Parties, provided, however, that the contents of such filings shall require prior written approval of the Sellers, which shall not unreasonably be withheld. The Sellers and the Purchaser shall closely cooperate in the preparation of such filings. The Sellers shall without undue delay provide the Purchaser with the data and information required for the preparation of the filings. Each Party shall without undue delay provide all other Parties with copies of any correspondence with the merger control or other governmental authorities and with copies of any written statement, order or decision of such authorities. All parties The Parties shall closely cooperate in any discussions and negotiations with the competent authorities Project Horizon SPA, Execution Version 27/28 May 2014 with the objective to obtain of obtaining clearance for the transaction contemplated by this Agreement in the shortest time period possible. The Purchaser may waive (zurücknehmen) filings with the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the Sellers. If the competent authorities are prepared to grant their approval only subject to compliance with specific conditions or obligations to be imposed upon the Purchaser, the Purchaser shall accept the imposition of such conditions and obligations, unless the acceptance causes Unreasonable Commercial Hardship (wirtschafiliche Unzumutbarkeit) for the Purchaser. For the purposes of this Section 11.1, Unreasonable Commercial Hardship shall mean where complying with such conditions and obligations would result in an aggregate loss of sales (Umsatz) of at least EUR 45,000,000 of the entities of the Vinnolit Group and the Minority Participations, the Westlake group of companies (consisting of Purchaser’s Guarantor and its Affiliates and participations) or any combination of such entities. Between the Signing Date and the Closing Date, the Purchaser shall not make any acquisitions that could directly or indirectly delay or otherwise negatively affect the decision of any of the competent cartel authorities to clear the transaction contemplated hereunder.

Merger Control Proceedings; Other Regulatory Requirements. (a) 15.1.1 The Purchaser shall ensure that any filings to be made with the competent merger control authorities or other governmental authoritiesand the BMWi (filing for a certificate attesting the permissibility (Unbedenklichkeitsbescheinigung) of the transaction contemplated by this Agreement in accordance with Section 53 para. 3 sentence 1 AWV), to the extent they have not already been made prior to the 18 March 2010 Signing Date, will be made within fifteen (15) Business Days as soon as possible after the Signing Date, unless the applicable laws and regulations require an earlier filing. Such filings shall be made by the Purchaser on behalf of all Parties, provided, however, that the contents of such filings Purchaser shall require consult with the Sellers prior written approval of the Sellers, which shall not unreasonably be withheldto making any filing. The Sellers and the Purchaser shall closely cooperate in the preparation of such filingsfilings and in any discussions and negotiations with the competent authorities with the objective to obtain clearance for the transaction contemplated by this Agreement in the shortest time period possible; no Party shall disclose to the respective other Party company secrets (Betriebsgeheimnisse) or trade secrets (Geschäftsgeheimnisse). Each Party shall without undue delay provide all other Parties with copies of any material correspondence with the merger control or other governmental authorities and with copies of any written statement, order or decision of such authorities. All parties shall closely cooperate in any discussions and negotiations with the competent authorities Project Horizon SPA, Execution Version 27/28 May 2014 with the objective to obtain clearance for the transaction contemplated by this Agreement in the shortest time period possible. The Purchaser may waive (zurücknehmen) filings with the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the Sellers, which shall not be unreasonably withheld. If the competent authorities are prepared to grant their approval only subject to compliance with specific conditions (Bedingungen) or obligations (Auflagen) to be imposed upon the Purchaser, the Purchaser shall be under the obligation to offer, accept and comply with the imposition of any and each of such conditions and obligations, unless the acceptance causes Unreasonable Commercial Hardship (wirtschafiliche Unzumutbarkeit) for the Purchaser. For the purposes of this Section 11.1, Unreasonable Commercial Hardship shall mean where complying with such conditions and obligations would result in an aggregate loss of sales (Umsatz) of at least EUR 45,000,000 of the entities of the Vinnolit Group and the Minority Participations, the Westlake group of companies (consisting of Purchaser’s Guarantor and its Affiliates and participations) or any combination of such entities. Between the Signing Date and the Closing Date, the Purchaser shall not make any acquisitions that could directly or indirectly delay or otherwise negatively affect the decision of any of the competent cartel authorities to clear the transaction contemplated hereunder.