Common use of Regulatory and Other Authorizations Clause in Contracts

Regulatory and Other Authorizations. (a) Each Party shall: (i) file its notification and report forms required for its execution and delivery of this Agreement and the consummation of the transactions contemplated hereby pursuant to the HSR Act within ten (10) Business Days after the Effective Date; and (ii) use best efforts to cause any waiting period under the HSR Act with respect to the transactions contemplated hereby to expire or terminate at the earliest time that is reasonably practicable and shall request “early termination” with respect to the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act, withdraw any HSR Act notification, or otherwise agree to delay consummation of the transactions contemplated hereby without the prior written consent of Seller. Buyer shall pay all required HSR Act filing fees. Otherwise, each Party shall pay its own HSR Act filing preparation costs and expenses. (b) Each Party shall, and shall cause its respective Affiliates to do each of the following: (i) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Entity in connection with this Agreement or the transactions contemplated hereby; (ii) consult and cooperate in good faith with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments or opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions or Proceedings with Governmental Entities relating to this Agreement or the transactions contemplated hereby, including, subject to applicable Law, permitting the other Party to review in advance any proposed material written communication between it and any Governmental Entity and promptly providing the other Party with copies of any communication between it and any Governmental Entity; (iii) comply, as promptly as is reasonably practicable, with any requests received by a Party or any of its Affiliates under the HSR Act and any other applicable Law for additional information, documents or other materials. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Entity with respect to the transactions contemplated hereby or any filings, investigations or inquiries made in connection with the transactions contemplated hereby, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion; and (iv) contest and resist any Proceeding instituted (or threatened to be instituted) by any Governmental Entity challenging the transactions contemplated hereby as in violation of any applicable Law. (c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and every impediment under the HSR Act or any other antitrust, competition, or trade regulation law that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably practicable (and in any event, no later than the Outside Date), including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Affiliates) or of the Company Group Members, or otherwise taking or committing to take actions that limit Buyer’s, its Affiliates’, or the Company Group Members’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Buyer (or its Affiliates) or the Company Group Members, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any threatened or actual Proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided that any actions under this Section 7.2(c) will be conditioned on the Closing of the transactions contemplated hereby.

Regulatory and Other Authorizations. (a) Each Party shall: Subject to Section 5.04(c), each of Purchaser and Seller shall use its reasonable best efforts to (i) file its notification and report forms required obtain all governmental authorizations of any Governmental Authority that is or may become necessary for its execution and delivery performance of its obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby pursuant to the HSR Act within ten (10) Business Days after the Effective Date; and (ii) use best efforts take all actions as may be requested by any such Governmental Authority to cause any waiting period under obtain such authorizations. In furtherance and not in limitation of the foregoing, each applicable party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within eleven (11) days of the date hereof and to expire or terminate at the earliest time that is supply as promptly as reasonably practicable any additional information and shall request “early termination” with respect documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting period periods under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act, withdraw any HSR Act notification, or otherwise agree to delay consummation of the transactions contemplated hereby without the prior written consent of Seller. Buyer shall pay all required HSR Act filing fees. Otherwise, each Party shall pay its own HSR Act filing preparation costs and expensesas soon as practicable. (b) Each Party Purchaser, on the one hand, and Seller and the Company, on the other hand, shall, and shall cause its respective Affiliates to do each of the following: (i) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Entity in connection with this Agreement or the transactions contemplated hereby; (ii) consult and cooperate in good faith with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments or opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions or Proceedings with Governmental Entities relating to this Agreement or the transactions contemplated hereby, including, subject to applicable Law, permitting the other Party to review in advance any proposed material written communication between it and any Governmental Entity and promptly providing the other Party with copies of any communication between it and any Governmental Entity; (iii) comply, as promptly as is reasonably practicable, with any requests received by a Party or any of its Affiliates under the HSR Act and any other applicable Law for additional information, documents or other materials. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Entity with respect to the transactions contemplated hereby or any filings, investigations or inquiries made in connection with the transactions contemplated hereby, it shall give the other Party reasonable prior notice of, and an opportunity efforts referenced in this Section 5.04 to participate in, such meeting or discussion; and (iv) contest and resist any Proceeding instituted (or threatened to be instituted) by any Governmental Entity challenging obtain all requisite authorizations for the transactions contemplated hereby as in violation of any applicable Law. (c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and every impediment by this Agreement under the HSR Act or any other antitrustAntitrust Law, competition(i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party reasonably informed of any communication received by such party from, or trade regulation law that may be asserted given by any Governmental Entity with respect to such party to, the transactions contemplated hereby so as to enable Federal Trade Commission (the Closing to occur as soon as reasonably practicable (and in any event, no later than the Outside Date“FTC”), including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition Antitrust Division of such assets or businesses the Department of Buyer Justice (or its Affiliatesthe “DOJ”) or any other U.S. or foreign Governmental Authority and of the Company Group Members, any communication received or otherwise taking or committing to take actions that limit Buyer’s, its Affiliates’, or the Company Group Members’ freedom of action given in connection with respect to, or their ability to retain, any of the businesses, product lines or assets of Buyer (or its Affiliates) or the Company Group Membersproceeding by a private party, in each case as may be required in order to avoid the entry ofcase, or to effect the dissolution of, regarding any injunction, temporary restraining order, or other order in any threatened or actual Proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided that any actions under this Section 7.2(c) will be conditioned on the Closing of the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other person, give the other party the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Regulatory and Other Authorizations. (a) Each Party shall: (i) file its notification and report forms required for its execution and delivery of this Agreement and the consummation of the transactions contemplated hereby pursuant to the HSR Act within ten fifteen (1015) Business Days after the Effective Datedate hereof; and (ii) use reasonable best efforts to cause any waiting period under the HSR Act with respect to the transactions contemplated hereby to expire or terminate at the earliest time that is reasonably practicable commercially practicable, and prior to the Outside Date, and shall request “early termination” with respect to the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act, may withdraw any and resubmit its HSR Act notificationnotification and report form under 16 C.F.R. Section 803.12(c) on one occasion, or otherwise agree provided any subsequent withdrawals shall require Seller’s prior written consent. Neither Party shall enter into any agreements with any Governmental Entity to delay consummation closing of the transactions contemplated by hereby without the prior written consent of Sellerthe other Party. Buyer shall pay all required HSR Act filing fees. Otherwise, each Party shall each pay its their own HSR Act filing preparation costs and expenses. (b) Each Party shallshall use reasonable best efforts to, and shall cause its respective Affiliates to to, do each of the following: (i) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Entity in connection with this Agreement or the transactions contemplated hereby; (ii) consult and cooperate in good faith with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments or and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions or and Proceedings with Governmental Entities relating to this Agreement or the transactions contemplated hereby, including, subject to applicable Law, permitting the other Party to review in advance any proposed material written communication between it and any Governmental Entity and to promptly providing provide the other Party with copies of any communication between it and any Governmental Entity; and (iii) comply, as promptly as is reasonably practicable, with any requests received by a Party or any of its Affiliates under the HSR Act and any other applicable Law for additional information, documents or other materials. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Entity with respect to the transactions contemplated hereby or any filings, investigations or inquiries made in connection with the transactions contemplated hereby, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion; and (iv) . Notwithstanding anything in this Agreement, in no event will any Party be required to contest and or resist any Proceeding instituted (or threatened to be instituted) by any Governmental Entity challenging the transactions contemplated hereby as in violation of any applicable Law. (c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and every impediment under the HSR Act or any other antitrust, competition, or trade regulation law that may be asserted by any Governmental Entity with respect Notwithstanding anything to the transactions contemplated hereby so as contrary contained in this Agreement, in no event shall Buyer or its Affiliates be required to enable the Closing to occur as soon as reasonably practicable (and in any eventSeller, no later than the Outside Date)Company and their respective Affiliates shall not without Buyer’s prior written consent) offer, including proposingpropose, negotiatingnegotiate, committing agree to, and effecting commit to or effect by consent decree, hold separate order, or otherwise, (i) the sale, divestiture divestiture, transfer, license or other disposition of such any assets or businesses businesses, or interests in any assets or businesses, of Buyer (or its Affiliates) or of the Company Group Membersor its Subsidiaries, (ii) any restrictions, impairments, agreements or otherwise taking or committing to take actions that limit Buyer’s, ’s or its Affiliates’, ’ or the Company Group MembersCompany’s or its Subsidiaries’ freedom of action with respect to, or their ability to own, manage, operate, conduct and retain, any of the assets or businesses, product lines or interests in any assets or businesses, of Buyer (or its Affiliates) or the Company Group Membersor its Subsidiaries, in each case as may be required in order to avoid (iii) the entry ofcreation, termination or amendment of any relationships, contractual rights, obligations, licenses, ventures or other arrangements of Buyer (or its Affiliates) or of the Company or its Subsidiaries, or to effect the dissolution of, (iv) any injunction, temporary restraining order, other remedy or other order in condition of any threatened or actual Proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided that any actions under this Section 7.2(c) will be conditioned on the Closing of the transactions contemplated herebykind.

Regulatory and Other Authorizations. (a) Each Party shall: Subject to paragraphs (ib) file and (c) below, Purchaser and each Seller shall use its notification and report forms required best efforts to obtain all governmental authorizations of any Governmental Authority that is or may become necessary for its their respective execution and delivery of, and the respective performance of their obligations pursuant to, this Agreement and Agreement. (b) In addition, if any Governmental Authority shall have issued an order, decree, ruling or injunction, or taken any other action related to the Company or any Subsidiary, 49 on the one hand, or Purchaser, on the other hand, that would have the effect of restraining, enjoining or otherwise prohibiting or preventing the consummation of the transactions contemplated hereby pursuant to by this Agreement, such party that is the HSR Act within ten (10) Business Days after subject of the Effective Date; and (ii) order, decree, ruling, etc. shall use its best efforts to cause any waiting period under the HSR Act with respect to the transactions contemplated hereby to expire have such order, decree, ruling or terminate at the earliest time that is reasonably practicable and shall request “early termination” with respect to the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act, withdraw any HSR Act notification, injunction or otherwise agree to delay consummation of the transactions contemplated hereby without the prior written consent of Seller. Buyer shall pay all required HSR Act filing fees. Otherwise, each Party shall pay its own HSR Act filing preparation costs and expensesother action declared ineffective as soon as practicable. (bc) Each Party shallOther than to the extent applicable Law expressly requires Sellers or the Company to obtain any license, permit, consent, approval, authorization or order of any state Governmental Authority or to make any registration or filing with any state Governmental Authority, Purchaser shall be responsible for making all filings and shall cause its respective Affiliates to do each of the following: (i) promptly inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or giving all notices relating to, and any proposed understanding or agreement withotherwise pursuing all licenses, any permits, consents, approvals, authorizations and orders of state Governmental Entity in connection Authorities and making all registrations and filings with this Agreement or state Governmental Authorities (collectively, the transactions contemplated hereby; (ii) consult and cooperate in good faith with the other Party in connection with any analyses"State Governmental Consents"), appearanceswhich, presentations, memoranda, briefs, arguments or opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions or Proceedings with Governmental Entities relating to this Agreement or the transactions contemplated hereby, including, subject to applicable Law, permitting the other Party to review in advance any proposed material written communication between it and any Governmental Entity and promptly providing the other Party with copies of any communication between it and any Governmental Entity; (iii) comply, as promptly as is reasonably practicable, with any requests received by a Party or any of its Affiliates under the HSR Act and any other applicable Law for additional information, documents or other materials. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Entity with respect to the transactions contemplated hereby or any filingsknowledge of Purchaser, investigations or inquiries made are required in connection with the transactions contemplated hereby, it hereby and shall give provide a copy of any such filings or notices to Sellers and the other Party reasonable prior notice of, and an opportunity to participate in, such meeting Company. Purchaser shall be responsible for obtaining or discussion; and (iv) contest and resist any Proceeding instituted (or threatened making all State Governmental Consents required to be instituted) by any Governmental Entity challenging obtained or made subsequent to the transactions contemplated hereby Closing Date. In connection with and as in violation of any applicable Law. (c) Buyer shall take any and all steps and make any and all undertakings necessary a condition to avoid or eliminate each and every impediment Purchaser's obligations under the HSR Act or any other antitrust, competition, or trade regulation law that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably practicable (and in any event, no later than the Outside Date), including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwisepreceding sentence, the sale, divestiture Company shall use its best efforts to fully cooperate with and assist Purchaser in identifying and obtaining or disposition of making all such assets or businesses of Buyer (or its Affiliates) or of the Company Group Members, or otherwise taking or committing to take actions that limit Buyer’s, its Affiliates’State Governmental Consents. Purchaser shall pay all fees in connection with any filings with, or the Company Group Members’ freedom obtaining of action with respect toany consents, approvals or their ability to retainexemptions from, any of Governmental Authority in connection with the businesses, product lines or assets of Buyer (or its Affiliates) or the Company Group Members, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any threatened or actual Proceeding, which would otherwise have the effect of preventing or delaying the Closing; provided that any actions under this Section 7.2(c) will be conditioned on the Closing consummation of the transactions contemplated hereby; provided, however, that in connection with any license, permit, consent, approval, authorization or other of any state Governmental Authority or registration or filing with any state government that Sellers or the Company are obligated to obtain, Purchaser shall only be required to reimburse them for commercially reasonable fees they incur.