Common use of Regulatory Act Compliance Clause in Contracts

Regulatory Act Compliance. Buyer and Seller shall each file or cause to be filed promptly following the date hereof (but in any event within thirty (30) days after date hereof), any notifications or the like required to be filed under the HSR Act and other anti-competition laws with respect to the transactions contemplated hereby. With respect to filings under the HSR Act, each of Buyer and Seller shall seek early termination of the waiting period under the HSR Act. Buyer and Seller shall use their respective reasonable best efforts to respond to any requests for additional information made by any agencies and to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-competition laws to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. Each of Buyer and the Seller shall consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other regulatory agency, and each of Buyer and Seller shall have the right to have a representative present at any such meeting. Each of Buyer and Seller shall promptly notify the other after becoming aware of any foreign antitrust or similar approval is required for consummation of the transactions contemplated hereby. Buyer and Seller shall each pay their Responsible Share Percentage of the filing fees for any filings under the HSR Act and pay such fees as they become due and payable; provided that Seller’s obligations pursuant to this sentence shall be deemed satisfied at the Closing to the extent any such fees and expenses are deducted from the Equity Value Amount (including through the calculation of Shared Expense Amount), in which case Buyer and Buyer Sub shall be responsible for paying all such fees and expenses. If a party pays an amount in excess of what it is required to pay pursuant to the foregoing sentence, it shall be entitled to reimbursement from the other party of such other party’s share.

Regulatory Act Compliance. Buyer and Seller the Company, as applicable, shall each file or cause to be filed filed, promptly following the date hereof (but in any event in the case of the initial notification required under the HSR Act within thirty five (305) days Business Days) after the date hereof)of this Agreement, any notifications or the like required to be filed by Buyer or the Company, as applicable, under the HSR Act and all other anti-competition laws applicable Antitrust Laws with respect to the purchase and sale of the Purchased Units and any of the other transactions contemplated herebyby this Agreement. With respect to filings under the HSR Act, each of Buyer and Seller the Company shall seek early termination of the waiting period under the HSR Act. Buyer and Seller the Company shall use their respective reasonable best efforts to respond promptly to any requests for additional information made by any agencies Antitrust Authorities and shall take all actions necessary (and not omit or fail to take any action necessary) to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-competition laws Antitrust Laws to terminate or expire at the earliest possible date and in no event any later than necessary to resist ensure that the Closing will occur no later than the Termination Date (assuming all other conditions to Buyer’s obligation to close have been satisfied or will be satisfied at the Closing), including resisting in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of any Antitrust Laws. Buyer agrees to take all actions that are necessary or advisable or as may be required by any Governmental Entity to expeditiously (and in no event later than the antitrust laws, all to the end of expediting consummation of Termination Date) consummate the transactions contemplated herebyby this Agreement, including (A) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of (1) any entities, assets or facilities of any Company Entity after the Closing or (2) any entity, facility or asset of Buyer or its Affiliates before or after the Closing, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements. Each of Buyer and the Seller Company shall furnish to the other party such necessary information, documents and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any applicable Antitrust Law, and shall consult with the other other, to the extent practicable, prior to any substantive meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other regulatory agencyAntitrust Authority or Governmental Entity. Buyer, Seller, and each of Buyer and Seller the Company shall have the right right, to the extent permitted by the Antitrust Authority or Governmental Entity, to have a representative present at any such meeting. Each , except, in the case of such right of the Company, for meetings (or portions thereof) the purpose of which is to discuss matters exclusively related to Buyer and Seller its Affiliates. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as required by this Agreement, Buyer and its Affiliates shall promptly notify not engage in any action or enter into any transaction or permit any action to be taken or transaction to be entered into, that would materially impair or delay Buyer’s ability to consummate the transactions contemplated by this Agreement or perform its obligations hereunder. Without limiting the generality of the foregoing, none of Buyer, its Subsidiaries or their respective Affiliates shall acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any amounts of assets of or any equity in any other after becoming aware Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (x) increase the risk of not obtaining any authorizations, consents, orders, declarations or approvals of any foreign antitrust Governmental Entity necessary to consummate the transactions contemplated by this Agreement or similar approval is required for the expiration or termination of any waiting period under the HSR Act or other applicable Antitrust law, or (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated hereby. Buyer and Seller shall each pay their Responsible Share Percentage by this Agreement, or increase the risk of the filing fees for any filings under the HSR Act and pay such fees as they become due and payable; provided that Seller’s obligations pursuant not being able to this sentence shall be deemed satisfied at the Closing to the extent remove any such fees and expenses are deducted from the Equity Value Amount (including through the calculation of Shared Expense Amount), in which case Buyer and Buyer Sub shall be responsible for paying all such fees and expenses. If a party pays an amount in excess of what it is required to pay pursuant to the foregoing sentence, it shall be entitled to reimbursement from the other party of such other party’s shareorder on appeal or otherwise.

Regulatory Act Compliance. Buyer and Seller shall each file or cause to be filed filed, promptly following the date hereof (but in any event within thirty (30on or prior to July 17, 2006) days after the date hereof)of this Agreement, any notifications or the like required to be filed under the HSR Act and other anti-antitrust or competition laws of any applicable jurisdiction with respect to the transactions contemplated hereby. With respect to filings under the HSR Act, each of Buyer and Seller shall seek early termination bear the costs and expenses of the waiting period under the HSR Acttheir respective filings, but Buyer shall pay all filing fees in connection therewith. Buyer and Seller shall (subject to Seller’s rights under Section 11(a)) use their respective commercially reasonable best efforts to respond to any requests for additional information made by any agencies and to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-antitrust or competition laws to terminate or expire at the earliest possible date and (including with respect to filings under the HSR Act, seeking early termination of the waiting period under the HSR Act) and, subject to Seller’s rights under Section 11(a), to resist in good faith, at each of their respective cost and expense faith (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust lawsor competition laws of any applicable jurisdiction, all to the end of expediting consummation of the transactions contemplated hereby. Each of Buyer and the Seller shall (A) unless otherwise prohibited by applicable law, promptly notify each other of any communication to that party from the Federal Trade Commission (“FTC”), the United States Department of Justice (“DOJ”) or any other regulatory agency with respect to the transactions contemplated hereby, and permit the other party to review in advance any proposed written communication to the FTC, the DOJ or any other regulatory agency; (B) unless otherwise prohibited by applicable law, furnish the other party with copies of all correspondence, filings and other communications (and memoranda setting forth the substance thereof) between it, its Affiliates and their respective representatives, on the one hand, and the FTC, the DOJ or any other regulatory agency, or members of their respective staffs, on the other hand, with respect to the transactions contemplated hereby (excluding documents and communications which are subject to pre-existing confidentiality agreements or to attorney-client privilege); and (C) consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade CommissionFTC, the United States Department of Justice DOJ or any other regulatory agency, and each of Buyer and Seller shall have the right to have a representative present at any such meeting. Each of Buyer and Seller shall promptly notify the other after becoming aware of any foreign antitrust or similar approval is required for consummation of the transactions contemplated hereby. Buyer and Seller shall each pay their Responsible Share Percentage of the filing fees for any filings under the HSR Act and pay such fees as they become due and payable; provided that Seller’s obligations pursuant to this sentence shall be deemed satisfied at the Closing to the extent any such fees and expenses are deducted from the Equity Value Amount (including through the calculation of Shared Expense Amount), in which case Buyer and Buyer Sub shall be responsible for paying all such fees and expenses. If a party pays an amount in excess of what it is required to pay pursuant to the foregoing sentence, it shall be entitled to reimbursement from the other party of such other party’s share.

Regulatory Act Compliance. Buyer Buyer, Merger Sub and Seller the Company ------------------------- shall each file or jointly file, if applicable, or cause to be filed filed, promptly following the date hereof (but in any event within thirty (30seven business days) days after the date hereof)of this Agreement, any notifications notifications, approval applications or the like set forth on the attached Authorization Schedule, and Buyer shall pay all filing ---------------------- and similar fees and related expenses, including the costs of translation, payable in connection with any such filing required to be filed under the HSR Act and other anti-competition laws Act, provided, however, that each party shall pay its own attorneys' fees with respect to such filing, and that all filing fees and other expenses relating to filing under other merger control Laws shall be borne as provided in Section 11.03 of the transactions contemplated herebyLLC Merger Agreement. With respect to filings under the HSR Act, each of Buyer and Seller the parties hereto shall seek early termination of the waiting period under the HSR Act. Buyer Buyer, Merger Sub and Seller the Company shall use their respective reasonable best efforts to respond to any requests for additional information made by any agencies Governmental Entity promptly (and in any event within five business days) and to cause the waiting or approval periods or other requirements under the HSR Act and all other applicable anti-competition laws merger control Laws to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the any antitrust lawsor merger control Laws, all to the end of expediting consummation of the transactions contemplated hereby. Each of Buyer Buyer, Merger Sub and the Seller Company shall consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other regulatory agencyGovernmental Entity administering other merger control Laws, and each of Buyer Buyer, Merger Sub and Seller the Company shall have the right to have a representative present at any such meeting. Each of Buyer and Seller shall promptly notify the other after becoming aware of any foreign antitrust or similar approval is required for consummation of the transactions contemplated hereby. Buyer and Seller shall each pay their Responsible Share Percentage of the filing fees for any filings under the HSR Act and pay such fees as they become due and payable; provided that Seller’s obligations pursuant to this sentence shall be deemed satisfied at the Closing to the extent any such fees and expenses are deducted from the Equity Value Amount (including through the calculation of Shared Expense Amount), in which case Buyer and Buyer Sub shall be responsible for paying all such fees and expenses. If a party pays an amount in excess of what it is required to pay pursuant to the foregoing sentence, it shall be entitled to reimbursement from the other party of such other party’s share.

Regulatory Act Compliance. Buyer Purchaser and Seller shall discuss with each file other whether any notification or cause similar filing is required to be filed promptly following with respect to the date hereof transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (but in any event the “HSR Act”), and if they determine that filings are required, will use commercially reasonable efforts to make the filings within thirty (30) days after the date hereof)of this Agreement, any notifications or and the like required to be filed under the HSR Act Purchaser shall pay 100% of all filing and other anti-competition laws with respect to the transactions contemplated herebysimilar fees payable in connection therewith. With respect to filings under the HSR Act, each of Buyer and Seller the parties hereto shall seek early termination of the waiting period under the HSR Act. Buyer Purchaser and Seller shall use their respective reasonable best efforts to respond to any requests request for additional information made by any agencies and to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-competition laws to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. Each of Buyer Purchaser and the Seller shall consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other regulatory agencyGovernmental Authority, and each of Buyer Purchaser and Seller shall have the right to have a representative present at any such meeting. Each of Buyer and Seller shall promptly notify the other after becoming aware of any foreign antitrust or similar approval is required for consummation of the transactions contemplated hereby. Buyer actively investigate its records and Seller shall each pay their Responsible Share Percentage of the applicable exemptions and provide Purchaser with all commercially reasonable arguments that an exemption from filing fees for any filings exists under the HSR Act and pay such fees as they become due and payable; provided that Seller’s obligations pursuant to this sentence shall be deemed satisfied at the Closing to the extent any such fees and expenses are deducted historical income production from the Equity Value Amount (Timberlands, including through the calculation of Shared Expense Amount), in which case Buyer and Buyer Sub shall be responsible for paying all such fees and expenses. If a party pays an amount in excess of what it is required delivery to pay pursuant to the foregoing sentence, it shall be entitled to reimbursement from the other party Purchaser of such other party’s shareinformation, certificates, affidavits and indemnities that Purchaser may require to support such exemption.

Regulatory Act Compliance. Buyer and Seller shall, and Buyer and Seller shall cause its Affiliates to, each file or cause to be filed filed, promptly following the date hereof (but in any event in the case of the initial notification required under the HSR Act within thirty two (302) days Business Days) after the date hereof)of this Agreement, any notifications or the like required to be filed by Buyer, Seller’s or Buyer’s Affiliates, as applicable, under the HSR Act and all other anti-competition laws applicable Antitrust Laws with respect to the purchase and sale of the Company Shares and any of the other transactions contemplated herebyby this Agreement. With respect to filings under the HSR Act, each of Buyer and Seller shall, and shall seek cause their Affiliates to, not request early termination of the waiting period under the HSR Act. Buyer and Seller shall, and shall use cause their respective reasonable best efforts to Affiliates to, respond as promptly as practicable to any requests for additional information made by any agencies Governmental Entity pursuant to any Antitrust Law. Buyer and Seller shall, and shall cause their Affiliates to, use reasonable best efforts to take all actions necessary or advisable to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-competition laws Antitrust Laws to terminate or expire at the earliest possible date and to resist as promptly as reasonably practicable, including resisting in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust lawsany Antitrust Law; provided, all however, that, notwithstanding anything herein to the end contrary, (x) Buyer shall not have any obligation to divest or agree to divest (or cause any of expediting consummation its Affiliates to divest or agree to divest) any of its respective businesses, product lines, properties or assets or to take or agree to take (or cause any of its Affiliates to take or agree to take) any other action or to agree (or cause any of its Affiliates to agree) to any limitation or restriction on any of its respective businesses, product lines, properties or assets (each such foregoing action in this clause (x), a “Remedy”), (y) Buyer shall not have any obligation to cause any Company Entity to agree to a Remedy that would, individually or in the aggregate with any other Remedy, reasonably be expected to materially impact the businesses of the Company Entities or materially impact the value (including any reasonably anticipated economic benefit) of the transactions contemplated herebyby this Agreement and (z) without the prior written consent of Buyer, Seller shall not, and shall cause the Company Entities not to, agree to any of the foregoing, provided that any such Remedy, at Seller’s discretion, shall be conditioned upon the Closing. Each For the avoidance of doubt, in no event shall Seller or any of its Affiliates be required to propose or agree to any Remedy involving the assets of any entity other than the Company Entities. Buyer and Seller shall, and shall cause their Affiliates to, use their reasonable best efforts to cooperate with one another in the Seller preparation and submission of any such filing, including by promptly furnishing to the other party such necessary information, documents and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any applicable Antitrust Law, and shall consult with the other party prior to any substantive meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other regulatory agencyGovernmental Entity, and each of and, unless prohibited by such Governmental Entity, Buyer and Seller shall have the right to have a representative present at any such meeting. Each Without limiting the generality of Buyer and Seller the foregoing, none of Buyer, Buyer’s parent or its Subsidiaries shall promptly notify acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any amounts of assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (x) materially delay or increase the other after becoming aware risk of not obtaining any authorizations, consents, orders, declarations or approvals of any foreign antitrust Governmental Entity necessary to consummate the transactions contemplated by this Agreement or similar approval is required for the expiration or termination of any waiting period under the HSR Act or other applicable Antitrust law, or (ii) increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated hereby. Buyer and Seller shall each pay their Responsible Share Percentage by this Agreement, or increase the risk of the filing fees for any filings under the HSR Act and pay such fees as they become due and payable; provided that Seller’s obligations pursuant not being able to this sentence shall be deemed satisfied at the Closing to the extent remove any such fees order on appeal or otherwise, it being understood and expenses are deducted from agreed that, the Equity Value Amount (including through for the calculation avoidance of Shared Expense Amount)doubt, in which case Buyer and Buyer Sub shall be responsible for paying all such fees and expenses. If a party pays an amount in excess of what it is required to pay pursuant to the foregoing sentence, it shall be entitled not restrict the ability of Buyer’s parent and its Subsidiaries to reimbursement from enter into commercial transactions and agreements in the other party ordinary course of such other party’s sharebusiness.

Regulatory Act Compliance. Buyer and Seller shall each file or cause to be filed filed, promptly following the date hereof (but in any event within thirty ten (3010) days Business Days) after the date hereof)of this Agreement, any notifications or the like required to be filed under the HSR Act and other anti-competition laws with the Antitrust Authorities listed on Section 2A(ii) of the Seller Disclosure Letter with respect to the transactions contemplated herebyby this Agreement. With respect to filings under the HSR Act, each of Buyer and Seller shall seek early termination of the waiting period under the HSR Act. Buyer and Seller Act and, in the case of any filing with a Governmental Authority, shall use their respective reasonable best efforts to promptly respond to any requests for additional information made by any agencies agencies. Buyer and Seller shall cooperate with any Governmental Authorities and use all reasonable best efforts to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-competition laws to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that complete the transactions contemplated hereby constitute a violation of by this Agreement expeditiously and lawfully. To the antitrust lawsextent possible, all to the end of expediting consummation of the transactions contemplated hereby. Each of Buyer and the Seller shall each consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other regulatory agencyGovernmental Authority, and each of Buyer and Seller shall have the right to have a representative present at any such meeting. Each of Buyer and Seller shall promptly notify agree to use their reasonable best efforts to avoid or eliminate each and every impediment under the HSR Act or any other after becoming aware of Antitrust Law that is asserted by any foreign antitrust or similar approval is required for consummation of Governmental Authority with respect to the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, provided that Buyer and Seller shall each pay their Responsible Share Percentage of not have taken any action (or omitted to take any action) on or after the filing fees for date hereof that would reasonably be expected to result in any filings impediment under the HSR Act and pay such fees as they become due and payable; provided that Seller’s obligations pursuant to this sentence shall be deemed satisfied at the Closing or any other Antitrust Law being asserted by any Governmental Authority with respect to the extent transactions contemplated hereby, nothing in this Agreement shall require Buyer or any such fees of its Affiliates to, and expenses are deducted from the Equity Value Amount Seller and its Affiliates shall not, agree in order to obtain the approval of any Governmental Authority to, (including through i) institute any litigation or proceeding, (ii) undertake any sale, divestiture, license or other disposition or holding separate arrangement of any products, assets or property of the calculation Company Entities, (iii) enter into any material modification to or termination of Shared Expense Amount)any material agreement relating to the Business or to the business of Buyer or its Subsidiaries or (iv) accept any limitation on the ability of the Company Entities, in which case on the one hand or Buyer and Buyer Sub shall be responsible for paying all such fees and expenses. If a party pays an amount in excess of what it is required to pay pursuant to the foregoing sentenceits Subsidiaries, it shall be entitled to reimbursement from on the other party of such other party’s sharehand to conduct their respective businesses as currently conducted.

Regulatory Act Compliance. Buyer and Seller the Company shall each use commercially reasonable efforts to file or cause to be filed filed, promptly following the date hereof (but in any event within thirty five (305) days Business Days) after the date hereof)of this Agreement, any notifications or the like required to be filed under the HSR Act and other anti-antitrust or competition laws of any applicable jurisdiction with respect to the transactions contemplated hereby. With respect to filings Buyer and the Company shall bear the costs and expenses of their respective filings, but Buyer shall pay all filing fees under the HSR Act, each of Buyer and Seller shall seek early termination of the waiting period under the HSR ActAct in connection therewith. Buyer and Seller the Company shall use their respective reasonable best efforts to respond as promptly as practicable to any requests for additional information information, including a “Second Request”, made by any agencies and use their commercially reasonable efforts to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-antitrust or competition laws to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including with respect to filings under the institution or defense of legal proceedings)HSR Act, any assertion that the transactions contemplated hereby constitute a violation seeking early termination of the antitrust laws, all to waiting period under the end of expediting consummation of the transactions contemplated herebyHSR Act). Each of Buyer and the Seller Company shall consult with the (A) unless otherwise prohibited by applicable Legal Requirement, promptly notify each other prior of any communication to any meetings, by telephone or in person, with the staff of that party from the Federal Trade CommissionCommission (“FTC”), the United States Department of Justice (“DOJ”) or any other regulatory agency with respect to the transactions contemplated hereby, and permit the other party to review in advance any proposed written communication to the FTC, the DOJ or any other regulatory agency; (B) unless otherwise prohibited by applicable Legal Requirement, furnish the other party with copies of all correspondence, filings and other communications (and memoranda setting forth the substance thereof) between it, its Affiliates and their respective representatives, on the one hand, and the FTC, the DOJ or any other regulatory agency, or members of their respective staffs, on the other hand, with respect to the transactions contemplated hereby (excluding documents and each communications which are subject to pre-existing confidentiality agreements or to attorney-client or other applicable privilege); (C) give the other party prompt notice of Buyer and Seller shall have the right threat or commencement of any Legal Proceeding by or before any Governmental Entity with respect to have a representative present at the Agreement or any of the other transactions contemplated hereby, (D) keep the other party informed as to the status of any such meeting. Each Legal Proceeding and (E) not agree to participate in any meeting with any Governmental Entity in respect of Buyer any filings, investigation or other inquiry with respect to this Agreement and Seller shall promptly notify the transactions contemplated hereby unless it consults with the other after becoming aware party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat, in each case to the extent practicable. The Company and Buyer will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any foreign analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to any federal or state antitrust or similar approval is required for consummation fair trade law. The Company and Buyer will also furnish the other party with such necessary information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations, or submissions of information to any Governmental Entities in connection with this Agreement and the transactions contemplated hereby. Buyer and Seller shall each pay their Responsible Share Percentage of the filing fees for , including without limitation any filings necessary or appropriate under the provisions of the HSR Act and pay such fees as they become due and payable; provided that Seller’s obligations pursuant to this sentence shall be deemed satisfied at (in each case, if requested by the Closing to the extent any such fees and expenses are deducted from the Equity Value Amount (including through the calculation of Shared Expense Amountdisclosing party), in which case Buyer and Buyer Sub shall be responsible for paying all such fees and expenses. If a party pays an amount in excess of what it is required to pay pursuant to the foregoing sentence, it shall be entitled to reimbursement from the other party of such other party’s share.

Regulatory Act Compliance. (i) Buyer and Seller the Company shall each file file, or cause to be filed filed, promptly following the date hereof (but in any event within thirty five (305) days Business Days) after the date hereof)of this Agreement, any notifications or the like required to be filed under the HSR Act and other anti-antitrust or competition laws of any applicable jurisdiction with respect to the transactions contemplated hereby. With Buyer and the Company shall bear the costs and expenses of their respective filings, but Buyer shall pay all filing fees in connection therewith and Company shall reimburse Buyer for fifty percent (50%) of such filing fees prior to Closing. Each of the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, notifications, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the notification requirements or proceedings under or relating to the HSR Act. Each of Buyer, the Owners, and the Sellers shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to filings the transactions contemplated by this Agreement under the HSR ActAct or any other law, each rule or regulation having the purpose or effect of Buyer monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Buyer, the Owners, and Seller the Sellers shall seek use its reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Without limited the foregoing, the Parties shall use commercially reasonable efforts to obtain an early termination of the applicable waiting period under the HSR Act, and will make all further filings pursuant thereto that may be necessary in connection therewith. The preceding obligations shall expire if either party elects to terminate this Agreement pursuant to Section 7A. In no event will Buyer be obligated to (i) divest any of its or any of its subsidiaries’ businesses, product lines or assets, or to agree to any divestiture of any Seller’s businesses, product lines or assets, or (ii) take or agree to take any other action or agree to any limitation that, in each case, individually or in the aggregate, would constitute a Buyer Material Adverse Effect after the Closing. Buyer shall have the right, but not the obligation, to (i) appeal an adverse decision on the merits and Seller shall use their respective reasonable best efforts to respond to any requests for additional information made (ii) determine and direct, in consultation with the Company, the strategy and process by any agencies and to cause which the waiting periods or other requirements Parties will seek required approvals under the HSR Act and all other applicable anti-competition laws the Antitrust Laws, and by which the Parties respond to terminate and resolve any objections or expire at investigations by any Governmental Entity pursuant to the earliest possible date and to resist in good faith, at each of their respective cost and expense HSR Act or the Antitrust Laws. In furtherance (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation but not limitation) of the antitrust lawsforegoing, all to the end of expediting consummation of the transactions contemplated hereby. Each of Buyer Owners and the Seller Sellers shall consult not, without the prior written consent of Buyer, enter into any agreement with the other prior any Governmental Agency relating to any meetings, by telephone such Governmental Agency’s review or in person, with the staff investigation of the Federal Trade Commission, the United States Department of Justice or any other regulatory agency, and each of Buyer and Seller shall have the right to have a representative present at any such meeting. Each of Buyer and Seller shall promptly notify the other after becoming aware of any foreign antitrust or similar approval is required for consummation of the transactions contemplated hereby. Buyer and Seller shall each pay their Responsible Share Percentage of the filing fees for any filings this Agreement under the HSR Act and pay such fees as they become due and payable; provided that Seller’s obligations pursuant to this sentence shall be deemed satisfied at or the Closing to the extent any such fees and expenses are deducted from the Equity Value Amount (including through the calculation of Shared Expense Amount), in which case Buyer and Buyer Sub shall be responsible for paying all such fees and expenses. If a party pays an amount in excess of what it is required to pay pursuant to the foregoing sentence, it shall be entitled to reimbursement from the other party of such other party’s shareAntitrust Laws.