Objections or Other Challenges. If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or if the filing pursuant to Section 9.1 is reasonably likely to be rejected or conditioned by federal or a state Government, each of the parties shall use reasonable best efforts to resolve such objections or challenge as such Government or private party may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer shall promptly take and diligently pursue any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Government with jurisdiction over the enforcement of any applicable Law, including any Antitrust Law and applicable state Law, regarding the legality of Buyer’s acquisition of the Acquired Assets or the Assumed Liabilities: (a) entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to Orders, or, pursuant to any such agreement or Order or otherwise, selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any of the Acquired Assets), or operations (including, after the Closing, the Acquired Assets or any portion thereof), of Buyer or any of its Affiliates; (b) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law, including any Antitrust Law, applicable federal or state Law, by any Government or any other Person of any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of all or a portion of the Acquired Assets or the Assumed Liabilities in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (c) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 9.3(b), any and all steps, including the appeal thereof, the posting of a bond and/or the steps contemplated by Section 9.3(b), necessary to vacate, modify or suspend such injunction or Order so as to permit such consummation as promptly as possible and (d) promptly take and diligently pursue all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement.
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Objections or Other Challenges. If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or if the filing pursuant to Section 9.1 is reasonably likely to be rejected or conditioned by federal or a state GovernmentLaw, each of the parties shall use reasonable best efforts to resolve such objections or challenge as such Government or private party may have to such transactionstransactions under such Antitrust Law, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer shall promptly take and diligently pursue any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Government with jurisdiction over the enforcement of any applicable Law, including any Antitrust Law and applicable state Law, regarding the legality of Buyer’s acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities: (ai) entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to Orders, or, pursuant to any such agreement or Order or otherwise, selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any of the Acquired Assets), or operations (including, after the Closing, the Acquired Assets Business or any portion thereof), of Buyer or any of its Affiliates; (bii) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law, including any Antitrust Law, applicable federal or state Law, by any Government or any other Person of any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of all the Business or a any portion of thereof, the Acquired Assets or the Assumed Liabilities in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (ciii) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 9.3(b10.3(ii), any and all steps, including the appeal thereof, the posting of a bond and/or the steps contemplated by Section 9.3(b10.3(ii), necessary to vacate, modify or suspend such injunction or Order so as to permit such consummation as promptly as possible possible; and (div) promptly take and diligently pursue all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement.
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Samples: Asset Purchase Agreement (Savvis Communications Corp)
Objections or Other Challenges. If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or if the filing pursuant to Section 9.1 is reasonably likely to be rejected or conditioned by federal or a state GovernmentLaw, each of the parties shall use reasonable best efforts to resolve such objections or challenge as such Government or private party may have to such transactionstransactions under such Antitrust Law, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer shall promptly take and diligently pursue any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Government with jurisdiction over the enforcement of any applicable Law, including any Antitrust Law and applicable state Law, regarding the legality of Buyer’s acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities: (ai) entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to Orders, or, pursuant to any such agreement or Order or otherwise, selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any of the Acquired Assets), or operations (including, after the Closing, the Acquired Assets Business or any portion thereof), of Buyer or any of its Affiliates; (bii) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law, including any Antitrust Law, applicable federal or state Law, by any Government or any other Person of any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of all the Business or a any portion of thereof, the Acquired Assets or the Assumed Liabilities in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (ciii) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 9.3(b10.3(ii), any and all steps, including the appeal thereof, the posting of a bond and/or the steps contemplated by Back to Contents Section 9.3(b10.3(ii), necessary to vacate, modify or suspend such injunction or Order so as to permit such consummation as promptly as possible possible; and (div) promptly take and diligently pursue all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement.
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Samples: Asset Purchase Agreement (Cable & Wireless Public Limited Co)
Objections or Other Challenges. If (a) any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government Governmental or Regulatory Authority or any private party challenging any of the transactions contemplated hereby as violative of violating any Law, including any Antitrust Law Law, or if (b) the filing made pursuant to Section 9.1 6.1 is reasonably likely to be rejected or conditioned by federal any Governmental or a state GovernmentRegulatory Authority, each of the parties party hereto shall use reasonable best efforts Reasonable Efforts to resolve such objections or challenge as such Government Governmental or Regulatory Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality In furtherance of the foregoing, Buyer Purchaser shall undertake promptly take any and diligently pursue all actions required to complete lawfully the transactions contemplated by this Agreement prior to the Outside Closing Date, including by (i) responding to and complying with, as promptly as reasonably practicable, any request for information or all documentary material regarding the transactions from any relevant Governmental or Regulatory Authority (including responding to any “second request” for additional information or documentary material under the HSR Act as promptly as reasonably practicable), (ii) causing the prompt expiration or termination (including requesting early termination and/or approvals thereof) of any applicable waiting period and clearance or approval by any relevant Governmental or Regulatory Authority, including defense against, and the resolution of, any objections or challenges, in court or otherwise, by any relevant Governmental or Regulatory Authority preventing consummation of the following actions transactions and (iii) making any necessary post-Closing filings or proffering and consenting to a governmental order providing for the extent necessary sale or other disposition, or the holding separate, of particular Acquired Assets, categories of Acquired Assets or lines of business, of either Acquired Assets or lines of business of the Acquired Business or of any other assets or lines of business of Purchaser or any of its Affiliates in order to eliminate mitigate or otherwise remedy any concerns on the part requirements of, or to satisfy any conditions imposed byconcerns of, any Government with jurisdiction over Governmental or Regulatory Authority, or proffering and consenting to any other restriction, prohibition or limitation on any of its assets, the enforcement Acquired Business, Purchaser or any of Purchaser’s Affiliates, in order to mitigate or remedy such requirements or concerns, in each case conditioned on consummation of the transactions contemplated hereby. The entry by any applicable LawGovernmental or Regulatory Authority in any legal proceeding of a governmental order permitting the consummation of the transactions contemplated hereby but which is subject to certain conditions or requires Purchaser or any of its Affiliates to take any action, including any Antitrust Law and applicable state Law, regarding the legality of Buyer’s acquisition of the Acquired Assets or the Assumed Liabilities: (a) entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to Orders, or, pursuant to any such agreement or Order or otherwise, selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any restructuring of the Acquired Assets), or operations (including, after the Closing, the Acquired Assets Business or lines of business of Purchaser or any portion thereof), of Buyer its Affiliates or any changes to the existing business of Purchaser or any of its Affiliates; (b) using , shall not be deemed a failure to satisfy the conditions specified in Article IX. Purchaser further agrees that neither it nor any of its reasonable best efforts Affiliates shall, prior to prevent the entry in a judicial Closing, acquire, market, operate or administrative proceeding brought under any Lawcontrol, including any Antitrust Law, applicable federal or state Law, by any Government or nor enter into any other Person of Contract to acquire, market, operate or control, any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of all or a business similar to any portion of the Acquired Assets Business if the proposed acquisition or ability to market, operate or control such business could reasonably be expected to increase the Assumed Liabilities market power attributable to Purchaser and/or its Affiliates in accordance with a manner materially adverse to approval of the terms of transactions contemplated by this Agreement unlawful or that would reasonably be expected to prevent or otherwise materially interfere with, or materially delay such consummation; (c) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 9.3(b), any and all steps, including the appeal thereof, the posting of a bond and/or the steps contemplated by Section 9.3(b), necessary to vacate, modify or suspend such injunction or Order so as to permit such consummation as promptly as possible and (d) promptly take and diligently pursue all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of transactions contemplated by, this Agreement.
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Objections or Other Challenges. If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government or any private party Person challenging any of the transactions contemplated hereby as violative of any Antitrust Law or if the filing pursuant to Section 9.1 is reasonably likely to be rejected or conditioned by federal or a state GovernmentLaw, each of the parties Party shall use reasonable best efforts to resolve such objections or challenge challenges as such Government or private party Person may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer shall promptly take and diligently pursue any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Government with jurisdiction over the enforcement of any applicable Law, including any Antitrust Law and applicable state Law, regarding the legality of Buyer’s acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities: (a) entering into negotiations, providing informationinformation requested by any Government or Person as promptly as possible by (X) if such response is acceptable to the requesting Government or Person, making proposalsproviding information as obtained or generated that addresses individual or specific questions and prior to obtaining or generating a complete set of information that addresses all outstanding information requests; (Y) providing a complete set of information that addresses fully the requesting Government’s or Person’s request as soon as possible after receipt of an oral or written request for such information and (Z) if appropriate, entering into promptly and performing agreements continuously providing updated information to the requesting Government or submitting to Orders, or, pursuant to any Person as such agreement information is generated or Order or otherwise, selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any of the Acquired Assets), or operations (including, after the Closing, the Acquired Assets or any portion thereof), of Buyer or any of its Affiliatesobtained; (b) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law, including any Antitrust Law, Law or applicable federal or state Law, by any Government or any other Person of any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of all the Business or a any portion of thereof, the Acquired Assets or the Assumed Liabilities in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (c) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 9.3(b10.3(b), any and all steps, including the appeal thereof, the posting of a bond and/or the steps contemplated by Section 9.3(b), consistent with such Party’s obligations under this Article 10 necessary to vacate, modify or suspend such injunction or Order Order, including the appeal of such injunction or Order, so as to permit such consummation as promptly as possible and (d) diligently and promptly take and diligently pursue pursuing all other actions and do doing all other things necessary and proper consistent with such Party’s obligations under this Article 10 to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Agreements, in no event shall Buyer be required to enter into or perform any agreements or submit to any Orders requiring it to sell or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any of the Acquired Assets), or operations (including, after the Closing, the Business or any portion thereof), of Buyer or any of its Affiliates.
Appears in 1 contract
Samples: Asset Purchase Agreement (Magellan Midstream Partners Lp)
Objections or Other Challenges. If (a) any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government Governmental or Regulatory Authority or any private party challenging any of the transactions contemplated hereby as violative of violating any Antitrust Law Law, or if the (b) any filing made pursuant to Section 9.1 6.1 is reasonably likely to be rejected or conditioned by federal any Governmental or a state GovernmentRegulatory Authority, each of the parties party hereto shall use reasonable best efforts Reasonable Efforts to resolve such objections or challenge as such Government Governmental or Regulatory Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality In furtherance of the foregoing, Buyer Purchaser shall undertake promptly take any and diligently pursue any or all of actions required to complete lawfully the following actions transactions contemplated by this Agreement prior to the extent necessary Outside Closing Date, including by (i) responding to eliminate any concerns on the part ofand complying with, or to satisfy any conditions imposed byas promptly as reasonably practicable, any Government with jurisdiction over request for information or documentary material regarding the enforcement transactions from any relevant Governmental or Regulatory Authority (including responding to any “second request” for additional information or documentary material under applicable Law as promptly as reasonably practicable), (ii) causing the prompt expiration or termination (including requesting early termination and/or approvals thereof) of any applicable Lawwaiting period and clearance or approval by any relevant Governmental or Regulatory Authority, including defense against, and the resolution of, any Antitrust Law objections or challenges, in court or otherwise, by any relevant Governmental or Regulatory Authority preventing consummation of the transactions and applicable state Law(iii) making any necessary post-Closing filings or proffering and consenting to a governmental order providing for the sale or other disposition, regarding or the legality holding separate, of Buyer’s acquisition particular Acquired Assets, categories of Acquired Assets or lines of business, of the Acquired Assets or the Assumed Liabilities: (a) entering into negotiations, providing information, making proposals, entering into and performing agreements of any other assets or submitting lines of business of Purchaser or any of its Affiliates in order to Orders, or, pursuant to any such agreement or Order or otherwise, selling mitigate or otherwise disposing remedy any requirements of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closingconcerns of, any Governmental or Regulatory Authority, or proffering and consenting to any other restriction, prohibition or limitation on any of its assets, the Acquired Assets), Purchaser or operations (includingany of Purchaser’s Affiliates, after in order to mitigate or remedy such requirements or concerns, in each case conditioned on consummation of the Closingtransactions contemplated hereby. The entry by any Governmental or Regulatory Authority in any legal proceeding of a governmental order permitting the consummation of the transactions contemplated hereby but which is subject to certain conditions or requires Purchaser or any of its Affiliates to take any action, including any restructuring of the Acquired Assets or lines of business of Purchaser or any portion thereof), of Buyer its Affiliates or any changes to the existing business of Purchaser or any of its Affiliates; (b) using , shall not be deemed a failure to satisfy the conditions specified in Article IX. Purchaser further agrees that neither it nor any of its reasonable best efforts Affiliates shall, prior to prevent the entry in a judicial Closing, acquire, market, operate or administrative proceeding brought under any Lawcontrol, including any Antitrust Law, applicable federal or state Law, by any Government or nor enter into any other Person of Contract to acquire, market, operate or control, any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of all or a business similar to any portion of the Acquired Assets Proterra Transit Business Unit if the proposed acquisition or ability to market, operate or control such business could reasonably be expected to increase the Assumed Liabilities market power attributable to Purchaser and/or its Affiliates in accordance with a manner materially adverse to approval of the terms of transactions contemplated by this Agreement unlawful or that would reasonably be expected to prevent or otherwise materially interfere with, or materially delay such consummation; (c) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 9.3(b), any and all steps, including the appeal thereof, the posting of a bond and/or the steps contemplated by Section 9.3(b), necessary to vacate, modify or suspend such injunction or Order so as to permit such consummation as promptly as possible and (d) promptly take and diligently pursue all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of transactions contemplated by, this Agreement.
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