Common use of Regulatory Applications Clause in Contracts

Regulatory Applications. (a) Buyer and Seller shall each use their respective reasonable efforts to prepare all documentation for, to make all filings with, and to obtain all permits, consents, approvals and authorizations of, all Governmental Entities necessary to consummate the transactions contemplated by this Agreement. Buyer and Seller agree that they will consult with each other, except as otherwise restricted by law, with respect to the obtaining of all permits, consents, approvals and authorizations of all Governmental Entities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Without limiting the generality of the foregoing, each of Seller and Buyer will as promptly as practicable, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any notification and report form required for the transactions contemplated hereby and any supplemental information required in connection therewith pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx"). Each party hereto represents and warrants that such notification and report forms and all such supplemental information submitted by such party or its ultimate parent, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filing, will be in substantial compliance with the requirements of the HSR Act. Buyer and Seller shall each furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC or the DOJ, and shall use their reasonable efforts to comply promptly with any such inquiry or request. Seller and Buyer will each use its reasonable efforts to cause the expiration or early termination of any waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and assumption of the Assumed Liabilities, and shall use reasonable efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to Buyer.

Regulatory Applications. Upon the execution and delivery of this Agreement, the parties hereto shall thereupon cause to be prepared and filed, as soon as is reasonably practical, all required Applications and any other filings with Governmental Authorities which are necessary or contemplated for the consummation of the Acquisition and the Dissolution (a) Buyer in the case of MET Holdings). Such filing deadline is subject to receipt by the filing party from each other party hereto of all information required in connection with the filing of such Applications and Seller shall each other filings. The parties hereto will use their best efforts to supply, on a timely basis, each other party all information required in connection with the preparation and filing of such Applications and other filings. Such Applications and filings shall be in such forms as may be prescribed by the respective reasonable Governmental Authorities and shall contain such information as they may require. The parties hereto will cooperate with each other, including their respective attorneys, advisers and other representatives, and will use their best efforts to prepare and execute all documentation fornecessary documentation, to make effect all necessary or contemplated filings with, and to obtain all necessary or contemplated permits, consents, approvals and authorizations ofRegulatory Approvals, all Governmental Entities necessary to consummate the transactions contemplated by this Agreement. Buyer and Seller agree that they will consult with each other, except as otherwise restricted by law, with respect to the obtaining of all permits, consents, approvals and authorizations of all Governmental Entities Authorities and third parties which are necessary or reasonably advisable contemplated to consummate the transactions contemplated by this Agreement and each party will keep the Dissolution (in the case of MET Holdings); provided, however, that TeleBanc shall not be obligated to amend any Application or other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Without limiting the generality of the foregoing, each of Seller and Buyer will as promptly as practicable, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any notification and report form required for the transactions contemplated hereby and any supplemental information required in connection therewith pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx"). Each party hereto represents and warrants that such notification and report forms and all such supplemental information submitted by such party or its ultimate parent, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filing, will be in substantial compliance with the requirements of the HSR Act. Buyer and Seller shall each furnish to the other such necessary information and assistance as the other may reasonably request or take any action in connection with its preparation of any filing such application or submission that is necessary under the HSR Actother filing, which TeleBanc reasonably determines would result in a Material Adverse Change in MET Holdings or a Material Adverse Change in TeleBanc. Seller TeleBanc shall deliver to MET Holdings, and Buyer MET Holdings shall keep each other apprised deliver to TeleBanc, reasonably in advance of the status time it intends to file any such Application or other filing, a draft of any communications withthe proposed Application or other filing, and inquiries each shall cooperate with the other in responding to and considering any reasonable questions or requests for additional information fromcomments regarding such draft before it is finalized and filed, the FTC provided that such questions or the DOJ, and shall use their reasonable efforts comments are received on a timely basis so as to comply promptly with any such inquiry permit response or request. Seller and Buyer will each use its reasonable efforts to cause the expiration or early termination of any waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and assumption of the Assumed Liabilities, and shall use reasonable efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to Buyerincorporation.

Regulatory Applications. (a) Buyer and Seller Sellers shall each use their respective reasonable best efforts to prepare all documentation fordocumentation, to make effect all filings with, and to obtain all permits, consents, approvals and authorizations of, of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement. Buyer and Seller Sellers agree that they will consult with each other, except as otherwise restricted by subject to applicable law, with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Without limiting the generality of the foregoing, each of Seller Parent and Buyer (or its ultimate parent) will as promptly as practicable, but in no event later than ten days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the "“FTC"”) and the United States Department of Justice (the "“DOJ"”) any the notification and report form required for the transactions contemplated hereby and any supplemental information required in connection therewith pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx")HSR Act. Each party hereto represents and warrants that such notification and report forms form and all such supplemental information submitted by such party or its ultimate parent, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filing, will be in substantial compliance with the requirements of the HSR Act. Buyer and Seller Sellers shall each furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Seller Sellers and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC or the DOJ, and shall use their reasonable best efforts to comply promptly with any such inquiry or request. Seller Sellers and Buyer will each use its reasonable best efforts to cause the expiration or early termination of any the waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and assumption of the Assumed Liabilities, and shall use reasonable best efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to Buyer. (c) Nothing in this Agreement shall obligate Buyer or any of its affiliates to agree (i) to limit in any manner whatsoever, or not to exercise, any rights of ownership of any securities, or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the Business or (ii) to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the Business or own the Assets or (B) to control their respective businesses or operations or the Business. In addition, without the prior written consent of Buyer, to be delivered in its sole and absolute discretion, neither Seller nor any of their respective affiliates shall take any action required or requested in connection with obtaining any clearance from any Governmental Entity relating to the transactions contemplated by this Agreement or to take any other action that would adversely affect the Business or any of the benefits expected to be derived by Buyer and its affiliates from the transactions contemplated by this Agreement.

Regulatory Applications. (a) Buyer Rurban and Seller NBM and their respective Subsidiaries shall each cooperate and use their respective reasonable best efforts to prepare all documentation fordocumentation, to make timely effect all filings with, and to obtain all permits, consents, approvals and authorizations of, of all third parties and Governmental Entities Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. Buyer Each of Rurban and Seller agree that they NBM shall promptly provide all information required from them in order to enable the other to make necessary filings. Rurban and NBM shall make or cause to be made all necessary regulatory filings within thirty (30) days of the date of this Agreement, unless delay is caused by others not a party to this Agreement. Each of Rurban and NBM shall have the right to review in advance, and to the extent practicable, each will consult with each the other, except in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as otherwise restricted to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by lawthis Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Entities Authorities and Regulatory Authorities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Without limiting the generality of the foregoing, each of Seller and Buyer will as promptly as practicable, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any notification and report form required for the transactions contemplated hereby and any supplemental information required in connection therewith pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx"). Each party hereto represents and warrants that such notification and report forms and all such supplemental information submitted by such party or its ultimate parentagrees, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filingupon request, will be in substantial compliance with the requirements of the HSR Act. Buyer and Seller shall each to furnish to the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary information and assistance as the other may reasonably request or advisable in connection with any filing, notice or application made by or on behalf of such other party or of its preparation of Subsidiary to any filing third party or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and inquiries Governmental or requests for additional information from, the FTC or the DOJ, and shall use their reasonable efforts to comply promptly with any such inquiry or request. Seller and Buyer will each use its reasonable efforts to cause the expiration or early termination of any waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and assumption of the Assumed Liabilities, and shall use reasonable efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to BuyerRegulatory Authority.

Regulatory Applications. (a) Buyer Each Party shall, and Seller shall each cause its Subsidiaries to, cooperate and use their respective reasonable best efforts to promptly prepare all documentation fordocumentation, to make effect all filings with, and to obtain all permits, consents, approvals and authorizations of, of all third parties and Governmental Entities Authorities necessary to consummate the transactions contemplated by this Agreement. Buyer Transactions and Seller agree that they will consult with each otherthe change in ownership of the XXXX Subsidiaries, except as otherwise restricted by lawand shall use reasonable best efforts to file within 30 days of the date hereof, with respect the applications necessary to obtain the obtaining of all permits, consents, approvals and authorizations of all Regulatory Authorities necessary to consummate the Transactions. Each Party shall have the right to review in advance, and to the extent practicable each will consult with the other Party, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Entities Authority in connection with the Transactions and the change in ownership of the XXXX Subsidiaries. In exercising the foregoing right, each Party agrees to act reasonably and as promptly as practicable. Each Party agrees that it will consult with the other Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement Transactions and the change in ownership of the XXXX Subsidiaries, and each party Party will keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated herebyTransactions and the change in ownership of the XXXX Subsidiaries. (b) Without limiting the generality of the foregoingEach Party agrees, each of Seller and Buyer will as promptly as practicableupon request, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any notification and report form required for the transactions contemplated hereby and any supplemental information required in connection therewith pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx"). Each party hereto represents and warrants that such notification and report forms and all such supplemental information submitted by such party or its ultimate parent, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filing, will be in substantial compliance with the requirements of the HSR Act. Buyer and Seller shall each furnish to the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary information and assistance as the other may reasonably request or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its preparation of Subsidiaries to any filing third party or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC or the DOJ, and shall use their reasonable efforts to comply promptly with any such inquiry or request. Seller and Buyer will each use its reasonable efforts to cause the expiration or early termination of any waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and assumption of the Assumed Liabilities, and shall use reasonable efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to BuyerGovernmental Authority.

Regulatory Applications. (a) Buyer Each of Placer and Seller the Company shall each cooperate and use their respective reasonable efforts to prepare and file, or cause to be filed, all documentation forto effect all necessary notices, to make all reports and other filings with, and to obtain all permits, consents, approvals and authorizations of, all necessary or advisable to be obtained from any third parties and/or Governmental Entities necessary Authorities in order to consummate the Merger or any of the other transactions contemplated hereby (including, without limitation, the permits, consents, exemptions, approvals and authorizations set forth in Sections 5.02(f), 5.03(b) and 5.03(f); and any initial filings with Governmental Authorities shall be made by Placer as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 days after the date hereof. Subject to applicable laws relating to the exchange of information, each of Placer and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other on, all material written information submitted to any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Buyer In exercising the foregoing right, each of such parties agrees to act reasonably and Seller agree as promptly as practicable. Each party hereto agrees that they will it shall consult with each other, except as otherwise restricted by law, the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and/or Governmental Entities Authorities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party apprised of the status of material matters relating to completion of the transactions contemplated herebyhereby (including promptly furnishing the other with copies of notices or other communications received by Placer or the Company, as the case may be, from any third party and/or Governmental Authority with respect to the Merger and other transactions contemplated by this Agreement). (b) Without limiting the generality of the foregoing, each of Seller and Buyer will as promptly as practicable, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any notification and report form required for the transactions contemplated hereby and any supplemental information required in connection therewith pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx"). Each party hereto represents and warrants that such notification and report forms and all such supplemental information submitted by such party or its ultimate parentagrees, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filingupon request, will be in substantial compliance with the requirements of the HSR Act. Buyer and Seller shall each to furnish to the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary information and assistance as the other may reasonably request or advisable in connection with its preparation any filing, notice or application made by or on behalf of such other party to any filing or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC or the DOJ, and shall use their reasonable efforts to comply promptly with any such inquiry or request. Seller and Buyer will each use its reasonable efforts to cause the expiration or early termination of any waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and assumption of the Assumed Liabilities, and shall use reasonable efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to Buyerthird party and/or Governmental Authority.

Regulatory Applications. (a) Buyer, Buyer Sub, Seller, Seller Sub and Seller their respective subsidiaries shall each cooperate and use their respective reasonable best efforts to prepare all documentation fordocumentation, to make timely effect all filings with(but in any event to effect all such filings within sixty (60) days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations ofof all third parties and Governmental Authorities and Regulatory Authorities, all Governmental Entities including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI and the Ohio Division, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement. Each of Buyer and Seller agree that they shall have the right to review in advance, and to the extent practicable, each will consult with each the other, except in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as otherwise restricted to reasonably exercise its right to review in advance, information which appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by lawthis Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party hereto shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals approvals, waivers, non-objections and authorizations of, and the filing of notices to, all third parties and Governmental Entities Authorities and Regulatory Authorities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Without limiting the generality of the foregoing, each of Seller and Buyer will as promptly as practicable, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any notification and report form required for the transactions contemplated hereby and any supplemental information required in connection therewith pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx"). Each party hereto represents and warrants that such notification and report forms and all such supplemental information submitted by such party or its ultimate parentshall, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filingupon request, will be in substantial compliance with the requirements of the HSR Act. Buyer and Seller shall each furnish to the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary information and assistance as the other may reasonably request or advisable in connection with any filing, notice or application made by or on behalf of such other party or of its preparation of Subsidiaries to any filing third party or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and inquiries Governmental Authority or requests for additional information from, the FTC or the DOJ, and shall use their reasonable efforts to comply promptly with any such inquiry or request. Seller and Buyer will each use its reasonable efforts to cause the expiration or early termination of any waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and assumption of the Assumed Liabilities, and shall use reasonable efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to BuyerRegulatory Authority.

Regulatory Applications. (a) Buyer Each Party shall, and Seller shall each cause its Subsidiaries to, cooperate and use their respective reasonable best efforts to promptly prepare all documentation fordocumentation, to make effect all filings with, and to obtain all permits, consents, approvals and authorizations of, of all third parties and Governmental Entities Authorities necessary to consummate the transactions contemplated by this Agreement. Buyer Transactions and Seller agree that they will consult with each otherthe change in ownership of the FXXX Subsidiaries, except as otherwise restricted by lawand shall use reasonable best efforts to file within 30 days of the date hereof, with respect the applications necessary to obtain the obtaining of all permits, consents, approvals and authorizations of all Regulatory Authorities necessary to consummate the Transactions. Each Party shall have the right to review in advance, and to the extent practicable each will consult with the other Party, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Entities Authority in connection with the Transactions and the change in ownership of the FXXX Subsidiaries. In exercising the foregoing right, each Party agrees to act reasonably and as promptly as practicable. Each Party agrees that it will consult with the other Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement Transactions and the change in ownership of the FXXX Subsidiaries, and each party Party will keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated herebyTransactions and the change in ownership of the FXXX Subsidiaries. (b) Without limiting the generality of the foregoingEach Party agrees, each of Seller and Buyer will as promptly as practicableupon request, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any notification and report form required for the transactions contemplated hereby and any supplemental information required in connection therewith pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx"). Each party hereto represents and warrants that such notification and report forms and all such supplemental information submitted by such party or its ultimate parent, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filing, will be in substantial compliance with the requirements of the HSR Act. Buyer and Seller shall each furnish to the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary information and assistance as the other may reasonably request or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its preparation of Subsidiaries to any filing third party or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC or the DOJ, and shall use their reasonable efforts to comply promptly with any such inquiry or request. Seller and Buyer will each use its reasonable efforts to cause the expiration or early termination of any waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and assumption of the Assumed Liabilities, and shall use reasonable efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to BuyerGovernmental Authority.

Regulatory Applications. ‌ Without limiting clause 3.3: (a) Buyer and Seller shall each use their respective reasonable efforts to prepare all documentation for, to party must promptly make all filings with, and to obtain all permits, consents, approvals and authorizations of, all Governmental Entities applications necessary to consummate satisfy the transactions contemplated by this Agreement. Buyer and Seller agree that they will consult Regulatory Conditions in a form agreed with each other, except as otherwise restricted by law, with respect to the obtaining of all permits, consents, approvals and authorizations of all Governmental Entities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised in writing (acting reasonably) and by the dates specified in the Timetable, and provide the other party with a copy of those applications (provided that any commercially sensitive information may be redacted from the status of material matters relating to completion of the transactions contemplated hereby.copy provided); (b) Without limiting neither party may take any action for the generality purpose of deliberately hindering or preventing the satisfaction of a Regulatory Condition (provided that nothing in this paragraph will require either party to incur any additional costs (other than customary advisor costs and filing fees) or to offer, agree to or accept any undertakings, commitments or conditions (other than as required under clause 3.1(a)); (c) each party must consult with the other party in advance in relation to all material communications (whether written or oral, and whether direct or via a Representative) with any Government Agency relating to any approval or consent required to satisfy a Regulatory Condition, or any action taken or proposed by, or any enquiries made by, a Government Agency in relation to a Regulatory Condition and: (i) provide the other party with drafts of any material written communications to be sent to a Government Agency (including any applications necessary to satisfy the Regulatory Conditions) (provided that any commercially sensitive information may be redacted from the drafts provided) and take any reasonable comments made by the other party into account in good faith when making any amendments and, where practicable and to the extent reasonable to do so, obtain the other party’s prior written consent (not to be unreasonably withheld or delayed) before submitting any such communications (provided that the failure to obtain such consent will not prevent the party from providing that communication to the Government Agency) if it (acting reasonably) considers doing so is reasonably likely to progress satisfaction of the foregoing, each Regulatory Conditions; (ii) provide copies of Seller and Buyer will as promptly as practicable, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") any notification and report form required for the transactions contemplated hereby and any supplemental information required in connection therewith pursuant material written communications sent to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1000 (xxx "XXX Xxx"). Each party hereto represents and warrants that such notification and report forms and all such supplemental information submitted by such party or its ultimate parent, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filing, will be in substantial compliance with the requirements of the HSR Act. Buyer and Seller shall each furnish received from a Government Agency to the other such necessary information and assistance party promptly upon despatch or receipt (as the case may be) (provided that any commercially sensitive information may be redacted from the copies provided); (iii) in the case of a material meeting or phone call with a Government Agency relating to any approval or consent required to satisfy a Regulatory Condition, provide the other may party with the opportunity to participate in the meeting or phone call, except: (A) where a Government Agency requests a separate meeting, and only after the parties have consulted together in good faith about that requirement and provided that, where a separate meeting is requested, the other party is kept reasonably request apprised of material developments arising out of the separate meeting; or (B) in connection with its preparation the case of an unscheduled in-bound call received by a party from a Government Agency, in each case to the extent it is reasonably practicable to do so; (d) each party must promptly notify the other party on becoming aware that a Regulatory Condition is or is likely to be satisfied or has become incapable of being satisfied, or of any filing fact or submission that circumstances which will or is necessary under reasonably likely to prevent a Regulatory Condition from being satisfied; and (e) each party must promptly and diligently progress the HSR Act. Seller and Buyer shall keep each other apprised applications for satisfaction of the status of any communications with, Regulatory Conditions (including by responding to queries in a fulsome and inquiries or requests for additional information from, the FTC or the DOJ, timely manner and shall use their reasonable efforts in compliance with relevant timeframes) so as to comply promptly with any such inquiry or request. Seller and Buyer will each use its reasonable efforts to cause the expiration or early termination of any waiting period required under the HSR Act as a condition to the purchase and sale expedite satisfaction of the Assets and assumption of the Assumed Liabilities, and shall use reasonable efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to BuyerRegulatory Conditions.