Reasonable Best Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates to) use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable to consummate the Closing as promptly as practicable, including using their reasonable best efforts: (x) to cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of all other such reasonable actions as are necessary or advisable to obtain any requisite approvals, authorizations, consents, clearances, orders, licenses, permits, qualifications, exemptions or waivers, to avoid an Action by, or to lift any injunction or other legal bar to the consummation of the Acquisition by any third party or Governmental Authority relating to Review Laws and (y) to cause the conditions to the Closing specified in Article IX to be satisfied. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to file, or cause to be filed, as promptly as reasonably practicable after the date hereof all notification and report forms or applications that may be required under Review Laws with respect to the Acquisition. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to delay, hinder or otherwise obstruct the consummation of the Closing, including any action that delays the obtaining of, or results in not obtaining, any approval, authorization, consent, clearance, order, license, permit, qualification, exemption or waiver from any Governmental Authority or other Person required to be obtained prior to the Closing (it being understood that this sentence shall not be deemed to expand the obligations or modify the rights of Seller pursuant to the last sentence of Section 6.16(a)). Notwithstanding anything in this Agreement to the contrary (i) Purchaser and Seller shall equally bear all the costs, expenses and fees incurred or payable to any other Person in connection with obtaining such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers, including filing fees under the HSR Act and under any other applicable Review Laws (including the cost and expense of any consultants or other non-legal outside advisors the parties have retained in connection with any review by a Governmental Authority related to a Review Law), and (ii) all obligations of Purchaser to obtain the Debt Financing or any other financing for the transactions contemplated hereby shall be governed exclusively by Section 6.12 and not this Section 6.04. Nothing in this Section 6.04(a) or in Section 2.01(b) shall be construed to imply that Seller or any of its Affiliates has any obligation to pay or deliver anything of value to secure any third party consents.
Appears in 3 contracts
Samples: Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.), Acquisition Agreement (Energizer Holdings, Inc.)
Reasonable Best Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Amended Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates to) use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (including by cooperating in advance of any potential filing contemplated by the second succeeding sentence) to consummate the Closing as promptly as practicable, including using their reasonable best efforts: (x) to cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of all other such reasonable actions as are necessary or advisable to obtain any requisite approvals, authorizations, consents, clearances, orders, licenses, permits, qualifications, exemptions or waivers, to avoid an Action by, or to lift any injunction or other legal bar to the consummation of the Acquisition by any third party or Governmental Authority relating to Review Laws and (y) to cause the conditions to the Closing specified in Article IX to be satisfied. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to file, or cause to be filed, as promptly as reasonably practicable after the date hereof of the Original Agreement all notification and report forms or applications that may be required under Review Laws with respect to the Acquisition. In the event the Closing has not occurred on or prior to March 28, 2019, and if required in the reasonable judgment of either Purchaser or Seller, Purchaser and Seller shall (and shall cause their respective Affiliates to) submit a notification and report form pursuant to the HSR Act relating to the transactions contemplated by this Amended Agreement with the Federal Trade Commission and the Antitrust Division of the Department of Justice as soon as practicable (and in any event no within (2) Business Days) following such date. In addition, no party hereto shall take any action after the date hereof of the Original Agreement that would reasonably be expected to delay, hinder or otherwise obstruct the consummation of the Closing, including any action that delays the obtaining of, or results in not obtaining, any approval, authorization, consent, clearance, order, license, permit, qualification, exemption or waiver from any Governmental Authority or other Person required to be obtained prior to the Closing (it being understood that this sentence shall not be deemed to expand the obligations or modify the rights of Seller pursuant to the last sentence of Section 6.16(a)). Notwithstanding anything in this Amended Agreement to the contrary (i) Purchaser and Seller shall equally bear all the costs, expenses and fees incurred or payable to any other Person in connection with obtaining such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers, including filing fees under the HSR Act and under any other applicable Review Laws (including the cost and expense of any consultants or other non-legal outside advisors the parties have retained in connection with any review by a Governmental Authority related to a Review Law), and (ii) all obligations of Purchaser to obtain the Debt Financing or any other financing for the transactions contemplated hereby shall be governed exclusively by Section 6.12 and not this Section 6.04. Nothing in this Section 6.04(a) or in Section 2.01(b) shall be construed to imply that Seller or any of its Affiliates has any obligation to pay or deliver anything of value to secure any third party consents.
Appears in 2 contracts
Samples: Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.)
Reasonable Best Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates to) use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other in order to do, all things necessary, proper or advisable (including by cooperating in advance of any potential filing contemplated by the second succeeding sentence) to consummate the Closing as promptly as practicable, including using their reasonable best efforts: (x) to cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of all other such reasonable actions as are necessary or advisable to obtain any requisite approvals, authorizations, consents, clearances, orders, licenses, permits, qualifications, exemptions or waivers, to avoid an Action by, or to lift any injunction or other legal bar to the consummation of the Acquisition by any third party or Governmental Authority relating to Review Laws in the Specified Jurisdictions, including those specified in Section 1.01(k) of the Seller Disclosure Letter, and (y) to cause the conditions to the Closing specified in Article IX to be satisfied. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to file, or cause to be filed, as promptly as reasonably practicable after the date hereof of this Agreement all notification and report forms or applications that may be required under Review Laws in the Specified Jurisdictions, including the Remedy, with respect to the Acquisition. In addition, no party hereto shall take any action after the date hereof of this Agreement that would reasonably be expected to delay, hinder or otherwise obstruct the consummation of the Closing, including any action that delays the obtaining of, or results in not obtaining, any approval, authorization, consent, clearance, order, license, permit, qualification, exemption or waiver from any Governmental Authority or other Person required to be obtained prior to the Closing (it being understood that this sentence shall not be deemed to expand the obligations or modify the rights of Seller pursuant to the last sentence of Section 6.16(a)). Notwithstanding anything in this Agreement to the contrary contrary, (i) Purchaser and Seller shall equally bear all the costs, expenses and fees incurred or payable to any other Person in connection with obtaining such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers, including filing fees under the HSR Act and under any other applicable Review Laws (including the cost and expense of any consultants or other non-legal outside advisors the parties have retained in connection with any review by a Governmental Authority related to a Review Law), and (ii) all obligations of Purchaser to obtain the Debt Financing or any other financing for the transactions contemplated hereby shall be governed exclusively by Section 6.12 and not this Section 6.04. Without limiting the generality of the foregoing, with regard to the Specified Jurisdictions, Purchaser shall (and shall cause its Affiliates to) use its reasonable best efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done to obtain any requisite approvals, authorizations, consents, clearances, orders, licenses, permits, qualifications, exemptions or waivers by Governmental Authority relating to Review Laws in the Specified Jurisdictions as soon as reasonably practicable after the date of this Agreement, and shall use reasonable best efforts to obtain any such requisite approvals, authorizations, consents, clearances, orders, licenses, permits, qualifications, exemptions or waivers within three (3) months as of the date on which approval of the European Commission referred to in Section 9.01(c) and Section 9.02(c) is obtained. Nothing in this Section 6.04(a) or in Section 2.01(b) shall be construed to imply that Seller or any of its Affiliates has any obligation to pay or deliver anything of value value, to secure any third party consentsconsents (except for Seller’s obligation to share costs payable under applicable Review Laws as set out above). For greater certainty, if required to obtain such approvals or clearances under any applicable Review Laws in the Specified Jurisdictions, Purchaser and its Affiliates shall accept or agree to any actions (including agreeing to any conditions, undertakings or divestments), or commence litigation, to secure any approvals or clearances under any applicable Review Laws and to secure those antitrust clearances in so-called Phase I under Article 6(1)(b) of Council Regulation (EEC) No. 139/2004 with respect to the European Commission clearance, or their so-called Phase I national equivalent in the event of rejection of the request for referral and clearances have to be obtained from Governmental Authorities in those individual countries listed in Section 1.01(k) of the Seller Disclosure Letter. Notwithstanding the foregoing, nothing in this Agreement shall oblige the Purchaser to divest its own assets held as of the Effective Date but Purchaser shall be required to accept conditions and undertakings associated with its or its Affiliates’ business. If the European Commission requests any modifications to this Agreement as necessary to approve the Acquisition of the Business pursuant to this Agreement and/or to approve the Purchaser as a suitable purchaser in connection with the Remedy, the Purchaser and its Affiliates and Seller shall make all necessary modifications on a timely basis, and shall do so acting reasonably and in good faith. Both parties shall also fully cooperate and timely provide any requested information to the Monitoring Trustee and/or the European Commission, at every stage of the approval process, in order to obtain in a timely manner the approval of the European Commission of the Acquisition of the Business pursuant to this Agreement and the Purchaser as a suitable purchaser in connection with the Remedy.
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