Common use of Regulatory and Other Authorizations Clause in Contracts

Regulatory and Other Authorizations. Each of Purchaser and Seller shall use its reasonable best efforts to obtain all governmental authorizations of all Governmental Authorities that may be or become necessary for its respective execution and delivery of, and the respective performance of its obligations pursuant to, this Agreement. Purchaser and Seller shall use their reasonable best efforts to file, within five (5) business days after the date hereof, and in any event shall file not later than ten (10) business days after the date hereof, their respective Notification and Report Forms under the HSR Act with respect to the transactions contemplated hereby and shall request early termination of the waiting period applicable to such filings under the HSR Act. Each of Purchaser and Seller agrees to respond as promptly as practicable to any request for additional information or documentary material made pursuant to the HSR Act. Purchaser agrees to take any and all efforts to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any Governmental Authority or any other party so as to enable the parties to close the transactions contemplated hereby as expeditiously as reasonably practicable including, without limitation, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale or disposition of (i) Purchaser’s assets or (ii) businesses to be acquired by Purchaser pursuant hereto, each as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby.

Regulatory and Other Authorizations. Each (a) Subject to the limitations set forth in this Section 6.2, each of Purchaser the Sellers, the Corporation and Seller the Buyer shall use its take all reasonable best efforts actions to obtain all governmental authorizations Permits of all Governmental Authorities that may be or become necessary for its respective the execution and delivery of, of this Agreement and the respective performance of its their respective obligations pursuant toto this Agreement (which actions shall include, this Agreement. Purchaser without limitation, furnishing all information and Seller shall use their reasonable best efforts to file, within five (5) business days after the date hereof, and in any event shall file not later than ten (10) business days after the date hereof, their respective Notification and Report Forms under the HSR Act with respect to the transactions contemplated hereby and shall request early termination of the waiting period applicable to such filings obtaining all approvals required under the HSR Act), and will cooperate fully with one another in promptly seeking to obtain all such Permits. Each of Purchaser and Seller party to this Agreement agrees to respond as promptly as practicable provide information requested by any Governmental Authority or the other party in connection with obtaining such Permits, and agrees not to take any action that will have the effect of delaying, impairing or impeding the receipt of any required Permits. (b) Notwithstanding anything in Section 6.2(a) to the contrary, the Buyer shall coordinate on behalf of all parties the obtaining of all such Permits. The Buyer and the Corporation shall by mutual agreement determine the substance of all communications and filings made by the parties with any Governmental Authority regarding the transactions contemplated by this Agreement, including without limitation: (i) the extent to which it may be necessary to resolve or settle any concerns on the part of any Governmental Authority regarding the legality under any federal, state or local law of the transactions contemplated by this Agreement by entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to judicial or administrative orders, agreeing to any restrictions on the conduct of business after Closing by the Buyer or the Corporation or any Subsidiary, or selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets or businesses of the Buyer, including, after the Closing, the Corporation or any Subsidiary; (ii) contesting the entry in a judicial or administrative proceeding brought under any federal, state or local law by any Governmental Authority or any other Person of any permanent or preliminary injunction or other order that would make consummation of the transactions contemplated by this Agreement unlawful or would prevent or delay the transactions, including, without limitation, taking the steps contemplated by Section 6.2(b)(i); (iii) if such an injunction or order has been issued in such a proceeding, taking any and all steps, including, without limitation, appeal thereof, the posting of a bond or the steps contemplated by Section 6.2(b)(i), necessary to vacate, modify or suspend such injunction or order so as to permit the consummation of the transaction on the schedule contemplated by this Agreement; (iv) responding to and complying with any request or subpoena for additional information by any Governmental Authority; and (v) determining any other appropriate response or documentary material made pursuant to the HSR Act. Purchaser agrees to take any and all efforts initiative to avoid or eliminate each and every impediment impediments under any antitrust federal, state or local law that may be asserted by any Governmental Authority or any other party so as Person to enable the parties to close the transactions contemplated hereby as expeditiously as reasonably practicable including, without limitation, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale or disposition of (i) Purchaser’s assets or (ii) businesses to be acquired by Purchaser pursuant hereto, each as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated herebyby this Agreement.

Regulatory and Other Authorizations. Each of (a) The Purchaser and the Seller shall each use its reasonable best efforts to promptly obtain all governmental authorizations Consents of all Governmental Authorities that may be or become necessary for its respective execution and delivery of, and the respective performance of its obligations pursuant to, this AgreementAgreement and the Ancillary Agreements. The Purchaser and the Seller shall use their reasonable best efforts each agree (i) to file, within five (5) business days after the date hereof, and in any event shall file not later than ten (10) business days after the date hereof, their make its respective Notification and Report Forms under filing pursuant to the HSR Act with respect to the transactions contemplated hereby and shall request early termination by this Agreement within ten (10) Business Days of the waiting period applicable date hereof and (ii) to such filings under the HSR Act. Each of Purchaser and Seller agrees to respond supply as promptly as reasonably practicable to the appropriate Governmental Authorities any request for additional information or and documentary material made that may be requested pursuant to the HSR ActAct or any other Regulatory Law. The Purchaser shall bear all filing fees or other payments to any Governmental Authorities in order to obtain any such Consent. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.4(a), the Purchaser agrees to use its best efforts and to take any and all efforts steps necessary to avoid or eliminate each and every impediment under any antitrust law Regulatory Law that may be asserted by any Governmental Authority United States or non-United States governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby as expeditiously as reasonably practicable includingno later than the Outside Date, without limitationincluding proposing, negotiating, committing to and/or and effecting, by consent decree, hold separate orders, or otherwise, the sale sale, divesture, license or other disposition of (i) Purchaser’s assets such of its assets, properties or (ii) businesses or of the assets, properties or businesses to be acquired by Purchaser it pursuant hereto, each hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the Purchaser shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Outside Date. (c) Each Party shall promptly notify the other Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and if reasonably practicable permit the other Party to review in advance, and consider in good faith the view of the other Party regarding, any proposed communication by such Party to any Governmental Authority. Neither the Purchaser nor the Seller shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any filings, investigation or other inquiry unless if reasonably practicable it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting or discussion. Subject to the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the Purchaser and the Seller shall provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business; (ii) as necessary to comply with contractual arrangements or applicable Law; and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) The Purchaser shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that would reasonably be expected to make it materially more difficult, or to materially increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other Regulatory Laws, applicable to the transactions contemplated by this Agreement; (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated by this Agreement; or (iii) obtain all Consents of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations. (a) Each of Purchaser and Seller the parties shall use its reasonable best efforts to promptly obtain all governmental authorizations authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its respective execution and delivery of, and the respective performance of its obligations pursuant to, this AgreementAgreement and the Ancillary Agreements and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Purchaser and the US Seller shall use their reasonable best efforts each hereto agrees to file, within five make promptly (5) business days and in no event later than 10 Business Days after the date hereof) its respective filing, and in any event shall file not later than ten (10) business days after the date hereofif necessary, their respective Notification and Report Forms under pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement and shall request early termination of the waiting period applicable to such filings under the HSR Act. Each of Purchaser and Seller agrees to respond supply as promptly as practicable to the appropriate Governmental Authorities any request for additional information or and documentary material made that may be requested pursuant to the HSR Act. The Purchaser, on the one hand, and the US Seller, on the other hand, shall each bear 50% of any and all filing fees incurred in connection with the filing under the HSR Act by both parties. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), the Purchaser agrees to use its best efforts and to take any and all efforts steps necessary to avoid or eliminate each and every impediment under any antitrust law antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority United States or non-United States governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby as expeditiously as reasonably practicable includingno later than the End Date, without limitationincluding proposing, negotiating, committing to and/or and effecting, by consent decree, hold separate orders, or otherwise, the sale sale, divesture or disposition of (i) Purchaser’s assets such of its assets, properties or (ii) businesses or of the assets, properties or businesses to be acquired by Purchaser it pursuant hereto, each hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the Purchaser shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the End Date. (c) Each of the Purchaser and the US Seller shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither the Purchaser nor the US Seller shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Purchaser and the US Seller will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the Purchaser and the US Seller will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Regulatory and Other Authorizations. (a) Each of Purchaser and Seller shall party hereto shall, as promptly as possible, use its commercially reasonable best efforts to obtain obtain, or cause to be obtained, all governmental authorizations of consents, authorizations, Orders and approvals from all Governmental Authorities Entities that may be or become necessary for its respective execution and delivery of, of this Agreement and the respective performance of its obligations pursuant to, to this Agreement. Purchaser Each party hereto shall cooperate fully with the other parties and Seller their Affiliates in promptly seeking to obtain all such consents, authorizations, Orders and approvals; provided that nothing herein shall use their reasonable best efforts require any party hereto to file(x) agree to sell, within five license, divest, dispose of, hold separate, or otherwise commit to take any action that limits its freedom of action with respect to, the businesses, assets and properties of Buyer or the Company or to its ability to retain any of the business, services, assets or properties of the Company, Buyer or any of its Affiliates; (5y) enter into or terminate any agreement or relationship with respect to any assets, business days after or operations of Buyer or the Company; or (z) defend, contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Entity challenging this Agreement or the transactions contemplated by this Agreement. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, Orders and approvals. (b) If required by the HSR Act and if the appropriate filing pursuant to the HSR Act has not been filed prior to the date hereof, Buyer and in any event shall file not later than ten (10) business days after the date hereof, their respective Notification and Report Forms under Company agree to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement within 5 Business Days after the date hereof. Each party hereto agrees to supply as promptly as practicable to the appropriate Governmental Entity any additional information and shall request early termination of the waiting period applicable documentary material that may be requested pursuant to such filings under the HSR Act. Each of Purchaser the Company and Seller agrees the Buyer shall cooperate with one another and use their respective reasonable best efforts to respond as prepare all necessary documentation (including furnishing all information required under the HSR Act or any similar Laws of any other jurisdiction (collectively, “Antitrust Laws”)) to effect promptly as practicable all necessary filings with any Governmental Entity and to obtain all consents, waivers, approvals and waiting period expirations and terminations of any Governmental Entity necessary to consummate the Transaction. (c) From the date of this Agreement until Closing, neither the Buyer nor any of its Affiliates shall effect any transaction, including entering into any joint venture or acquiring or agreeing to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such transaction could reasonably be expected to impose any material delay in obtaining, or materially increase the risk of not obtaining, consents of a Governmental Entity necessary to consummate the Transaction or the expiration or termination of any applicable waiting period. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Buyer or the Company before any Governmental Entity or the staff or regulators of any Governmental Entity, in connection with the Transaction shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Each of Buyer and the Company shall give notice to the other party with respect to any request for additional meeting, discussion, appearance or contact with any Governmental Entity or the staff or regulators of any Governmental Entity, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. Each of the Company and the Buyer shall furnish the other with copies of all of the foregoing information or documentary material made pursuant documents, provided that it may, as it deems advisable, designate any competitively sensitive materials provided to the HSR Act. Purchaser agrees to take any and all efforts to avoid or eliminate each and every impediment other under any antitrust law that may be asserted by any Governmental Authority this Section 6.03(d) or any other party so section of this Agreement as “outside counsel only.” Such materials and the information contained therein shall be given only to enable outside counsel of the parties recipient and shall not be disclosed by such outside counsel to close the transactions contemplated hereby as expeditiously as reasonably practicable includingemployees, without limitation, committing to and/or effecting, by consent decree, hold separate ordersofficers, or otherwise, the sale or disposition of (i) Purchaser’s assets or (ii) businesses to be acquired by Purchaser pursuant hereto, each as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation directors of the transactions contemplated herebyrecipient without the advance written consent of the party providing such materials. (e) Each of the Company and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Schedule 4.03(a).