Regulatory Act Compliance. The Purchaser and the Sellers shall each file or cause to be filed, promptly (but in any event within five business days) after the date of this Agreement, any notifications or the like required to be filed under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT") with respect to the transactions contemplated hereby and the Purchaser, on the one hand, and the Sellers, on the other hand, shall each pay 50% of all filing and similar fees payable in connection therewith. With respect to filings under the HSR Act, each of the parties hereto shall seek early termination of the waiting period under the HSR Act. The Purchaser and the Sellers 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 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 the Purchaser and the Sellers 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 the Purchaser and the Sellers shall have the right to have a representative present at any such meeting.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Boise Cascade Holdings, L.L.C.), Purchase and Sale Agreement (Boise Cascade Holdings, L.L.C.)
Regulatory Act Compliance. The Purchaser Buyer and the Sellers Company shall each file or cause to be filed, as promptly (but in any event within five business days) as practicable after the date of this Agreement, any notifications or the like required to be filed under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”) and other anti-competition laws with respect to the transactions contemplated hereby and the Purchaser, on the one hand, and the Sellers, on the other hand, Buyer shall each pay 50% of all filing and similar fees payable in connection therewith. With respect to filings under the HSR Act, each of the parties hereto shall seek early termination of the waiting period under the HSR Act. The Purchaser Buyer and the Sellers Company 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 to terminate or expire at the earliest possible date and (subject to the Party’s rights under Section 8A above) 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 the Purchaser Buyer and the Sellers 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 agency, and each of the Purchaser Buyer and the Sellers Company shall have the right to have a representative present at any such meeting. Notwithstanding the foregoing, no party shall be required to divest, or offer or agree to divest, any assets or properties (including any assets or properties of the Company or any of its Subsidiaries).
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Norcross Safety Products LLC), Purchase and Sale Agreement (Safety Products Holdings, Inc.)
Regulatory Act Compliance. The Purchaser If required, Buyer and the Sellers Seller shall each file or cause to be filed, promptly (but in any event within five business dayson or prior to June 29, 2007) after the date of this Agreement, any notifications or the like required to be filed under the XxxxHSR Act and other anti-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT") competition laws with respect to the transactions contemplated hereby and the Purchaser, on the one hand, and the Sellers, on the other hand, shall each pay 50% of all filing and similar fees payable in connection therewithhereby. With respect to any required filings under the HSR Act, each of the parties hereto Buyer and Seller shall seek early termination of the waiting period under the HSR Act. The Purchaser Buyer and the Sellers Seller shall 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-competition laws to terminate or expire at the earliest possible date and (subject to Seller’s rights under Section 6A above) 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 the Purchaser Buyer and the Sellers 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 the Purchaser and the Sellers Buyer shall have the right to have a representative present at any such meeting. Buyer, on the one hand, and Seller, on the other hand, shall bear the costs and expenses of their respective filings; provided, however, that, upon the occurrence of the Closing, 50% of the aggregate filing fees of such filings of Buyer and Seller shall be paid by Seller and the remaining 50% of such filing fees shall be paid by Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ziff Davis Holdings Inc)
Regulatory Act Compliance. The Purchaser and the Sellers Seller shall discuss with each file other whether any notification or cause to be filed, promptly (but in any event within five business days) after the date of this Agreement, any notifications or the like similar filing is required to be filed with respect to the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR ACT"Act”), and if they determine that filings are required, will use commercially reasonable efforts to make the filings within thirty (30) with respect to days after the transactions contemplated hereby and the Purchaser, on the one handdate of this Agreement, and the Sellers, on the other hand, Purchaser shall each pay 50100% of all filing and similar fees payable in connection therewith. With respect to filings under the HSR Act, each of the parties hereto shall seek early termination of the waiting period under the HSR Act. The Purchaser and the Sellers 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 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 the Purchaser and the Sellers 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 the Purchaser and the Sellers Seller shall have the right to have a representative present at any such meeting. Seller shall actively investigate its records and applicable exemptions and provide Purchaser with all commercially reasonable arguments that an exemption from filing exists under the HSR Act due to the historical income production from the Timberlands, including delivery to Purchaser of such information, certificates, affidavits and indemnities that Purchaser may require to support such exemption.
Appears in 1 contract
Regulatory Act Compliance. The Purchaser Buyer, Merger Sub and the Sellers Company shall each file or jointly file, if applicable, or cause to be filed, promptly (but in any event within five seven business days) after the date of this Agreement, any notifications notifications, approval applications or the like required to be filed under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the "HSR ACT") and other merger control laws with respect to the transactions contemplated hereby and the Purchaser, on the one hand, and the Sellers, on the other hand, Buyer shall each pay 50% of all filing and similar fees and related expenses payable in connection therewith. With respect to filings under the HSR Act, each of the parties hereto shall seek early termination of the waiting period under the HSR Act. The Purchaser Buyer, Merger Sub and the Sellers 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 other 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 or merger control laws, all to the end of expediting consummation of the transactions contemplated hereby. Each of the Purchaser Buyer, Merger Sub and the Sellers Company shall (i) provide notice to the other parties of any notices or communications received by such party in respect of such filings and (ii) 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 the Purchaser Buyer, Merger Sub and the Sellers Company shall have the right to have a representative present at any such meeting.
Appears in 1 contract