Common use of Regulatory Approval; Further Assurances Clause in Contracts

Regulatory Approval; Further Assurances. (a) Parent and the Company shall use commercially reasonable efforts to effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party to this Agreement shall: (i) make any filings and give any notices required to be made or given by such party in connection with the Merger and the other transactions contemplated by this Agreement, including filings and notices required by the Federal Energy Regulatory Commission (“FERC”), RCA, WUTC, IPUC, OPUC, MPSC, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and any other applicable regulatory bodies; (ii) use commercially reasonable efforts to obtain any consents, permits, approvals and waivers required to be obtained (pursuant to any applicable law, contract or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, including consents, permits, approvals, and waivers required by the FERC, RCA, WUTC, IPUC, OPUC, MPSC, the FTC, the DOJ and any other applicable regulatory body and shall provide reasonable access to information necessary to acquire required consents and approvals, subject to protective orders to prevent unauthorized disclosure where appropriate; (iii) use commercially reasonable efforts to prevent and to lift any restraint, injunction or other legal bar to the Merger and (iv) vigorously defend and challenge any lawsuits or other legal proceedings, whether regulatory, judicial, administrative or other, to which it is a party challenging or affecting the Merger, this Agreement or the transactions contemplated hereby (including all regulatory proceedings necessary or advisable in connection with obtaining required regulatory provisions in connection herewith) or seeking to prohibit or delay the consummation of the Merger or rescind, vacate, or otherwise challenge any approvals granted by any governmental entity. Each of Parent and the Company shall promptly deliver to the other a copy of each such filing made, each such notice given and each such consent and approval obtained, taken, made, given, or denied during the Pre-Closing Period. In addition, the Company and Parent shall use commercially reasonable efforts to cooperate with each other in (1) determining whether any other filings are required to be made with, or other consents, permits, approvals or waivers are required to be obtained from, any third parties or other governmental authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (2) timely making all such other filings and timely seeking all such other consents, permits, approvals, or waivers.

Regulatory Approval; Further Assurances. (a) Parent and the Company shall use commercially reasonable efforts to effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party to this Agreement shall: (i) make any filings and give any notices required to be made or given by such party in connection with the Merger and the other transactions contemplated by this Agreement, including filings and notices required by the Federal Energy Regulatory Commission (“FERC”), RCA, WUTC, IPUC, OPUC, MPSC, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and any other applicable regulatory bodies; (ii) use commercially sd-625790 reasonable efforts to obtain any consents, permits, approvals and waivers required to be obtained (pursuant to any applicable law, contract or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, including consents, permits, approvals, and waivers required by the FERC, RCA, WUTC, IPUC, OPUC, MPSC, the FTC, the DOJ and any other applicable regulatory body and shall provide reasonable access to information necessary to acquire required consents and approvals, subject to protective orders to prevent unauthorized disclosure where appropriate; (iii) use commercially reasonable efforts to prevent and to lift any restraint, injunction or other legal bar to the Merger and (iv) vigorously defend and challenge any lawsuits or other legal proceedings, whether regulatory, judicial, administrative or other, to which it is a party challenging or affecting the Merger, this Agreement or the transactions contemplated hereby (including all regulatory proceedings necessary or advisable in connection with obtaining required regulatory provisions in connection herewith) or seeking to prohibit or delay the consummation of the Merger or rescind, vacate, or otherwise challenge any approvals granted by any governmental entity. Each of Parent and the Company shall promptly deliver to the other a copy of each such filing made, each such notice given and each such consent and approval obtained, taken, made, given, or denied during the Pre-Closing Period. In addition, the Company and Parent shall use commercially reasonable efforts to cooperate with each other in (1) determining whether any other filings are required to be made with, or other consents, permits, approvals or waivers are required to be obtained from, any third parties or other governmental authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (2) timely making all such other filings and timely seeking all such other consents, permits, approvals, or waivers.

Regulatory Approval; Further Assurances. (a) Parent and Subject to the Company terms hereof, the parties shall each use commercially their reasonable best efforts to effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party to this Agreement shall: (i) make any filings and give any notices required take, or cause to be made taken, all actions, and do, or given by such party in connection with the Merger and the other transactions contemplated by this Agreement, including filings and notices required by the Federal Energy Regulatory Commission (“FERC”), RCA, WUTC, IPUC, OPUC, MPSC, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and any other applicable regulatory bodies; (ii) use commercially reasonable efforts to obtain any consents, permits, approvals and waivers required cause to be obtained (pursuant to any applicable law, contract or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, including consents, permits, approvalsdone, and waivers required by the FERC, RCA, WUTC, IPUC, OPUC, MPSC, the FTC, the DOJ to assist and any other applicable regulatory body and shall provide reasonable access to information necessary to acquire required consents and approvals, subject to protective orders to prevent unauthorized disclosure where appropriate; (iii) use commercially reasonable efforts to prevent and to lift any restraint, injunction or other legal bar to the Merger and (iv) vigorously defend and challenge any lawsuits or other legal proceedings, whether regulatory, judicial, administrative or other, to which it is a party challenging or affecting the Merger, this Agreement or the transactions contemplated hereby (including all regulatory proceedings necessary or advisable in connection with obtaining required regulatory provisions in connection herewith) or seeking to prohibit or delay the consummation of the Merger or rescind, vacate, or otherwise challenge any approvals granted by any governmental entity. Each of Parent and the Company shall promptly deliver to the other a copy of each such filing made, each such notice given and each such consent and approval obtained, taken, made, given, or denied during the Pre-Closing Period. In addition, the Company and Parent shall use commercially reasonable efforts to cooperate with each other in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (1ii) determining whether as promptly as practicable, obtain from any Governmental Entity or any other filings are required to be made withthird party any consents, or other consentslicenses, permits, approvals waivers, approvals, authorizations, actions, nonactions, or waivers are orders required to be obtained from, any third or made by the parties or other governmental authorities in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, (iii) make the filings required under HSR within the five business day period beginning on the date of the Agreement, and thereafter make any other required or reasonably necessary submissions with respect to this Agreement and the Merger required under HSR, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required or reasonably necessary submissions, with respect to this Agreement and the Merger under any foreign Antitrust Laws; and (2v) timely execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The parties shall cooperate with each other in connection with the making of all such other filings and timely seeking (subject to legal requirements regarding the sharing of information), including providing copies of all such documents to the other consentsparty’s advisors prior to filing and, permitsif requested, approvalsaccepting all reasonable additions, deletions or waiverschanges suggested in connection therewith. The parties shall each use their reasonable best efforts (subject to legal requirements regarding the sharing of information) to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement.

Regulatory Approval; Further Assurances. (a) Parent and the Company shall Each party will use commercially all reasonable efforts to effectuate file, as promptly as practicable after the Merger date of this Agreement, all notices, reports, and make effective other documents required to be filed by such party with any Governmental Entity with respect to the Acquisition and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Entity. Without limiting the generality of the foregoing, each party to Xxxxxxx and Buyer will, promptly after the date of this Agreement shall: (i) make any filings Agreement, if required for consummation of the transactions contemplated by this Agreement, prepare and give any notices file the notifications required to be made or given by such party under the HSR Act in connection with the Merger Acquisition and such filings as are required under the Act Against Restraints on Competition of 1999 (Gesetz gegen Wettbewerbsbeschrankungen). Each party will use all reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant hereto in connection with the Acquisition and the other transactions contemplated by this Agreement, including filings . Xxxxxxx and notices required by Buyer will respond as promptly as practicable to (i) any inquiries or requests received from the Federal Energy Regulatory Commission (“FERC”), RCA, WUTC, IPUC, OPUC, MPSC, the U.S. Federal Trade Commission (or the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) for additional information or documentation and any other applicable regulatory bodies; (ii) use commercially reasonable efforts to obtain any consents, permits, approvals and waivers required to be obtained (pursuant to inquiries or requests received from any applicable law, contract state attorney general or otherwise) by such party other Governmental Entity in connection with antitrust or related matters. Each of Xxxxxxx and Buyer will give the Merger other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Entity with respect to the Acquisition or any of the other transactions contemplated by this Agreement, including consents, permits, approvalskeep the other party informed as to the status of any such Legal Proceeding, and waivers required by promptly inform the FERCother party of any communication to or from, RCA, WUTC, IPUC, OPUC, MPSCand any proposed undertaking or agreement with the Federal Trade Commission, the FTC, the DOJ and Department of Justice or any other applicable regulatory body and shall provide reasonable access to information necessary to acquire required consents and approvals, subject to protective orders to prevent unauthorized disclosure where appropriate; (iii) use commercially reasonable efforts to prevent and to lift Governmental Entity regarding any restraint, injunction or other legal bar to the Merger and (iv) vigorously defend and challenge any lawsuits or other legal proceedings, whether regulatory, judicial, administrative or other, to which it is a party challenging or affecting the Merger, this Agreement such filings or the transactions contemplated hereby (including all regulatory proceedings necessary or advisable Acquisition. Xxxxxxx and Buyer will consult and cooperate with one another in connection with obtaining required regulatory provisions any analysis, appearance, presentation, memorandum, brief, argument, opinion, or proposal made or submitted in connection herewith) with any Legal Proceeding under or seeking to prohibit or delay the consummation of the Merger or rescind, vacate, or otherwise challenge any approvals granted by any governmental entity. Each of Parent and the Company shall promptly deliver relating to the other a copy of each such filing made, each such notice given and each such consent and approval obtained, taken, made, given, or denied during the Pre-Closing PeriodAntitrust Laws. In addition, each party will give the Company other prior notice of, and Parent shall use commercially reasonable efforts to cooperate with each other in (1) determining whether except as may be prohibited by any other filings are required to be made withGovernmental Entity or by any legal requirement, or other consents, permits, approvals or waivers are required to be obtained from, any third parties or other governmental authorities in connection with any Legal Proceeding under or relating to the execution Antitrust Laws or any other similar Legal Proceeding, each of Xxxxxxx and delivery of this Agreement and the consummation Buyer will permit authorized representatives of the transactions contemplated hereby other party to be present at and (2) timely making all participate in each meeting or conference relating to any such other filings Legal Proceeding and timely seeking all such other consentsto have access to and be consulted in connection with any document, permits, approvalsopinion, or waiversproposal made or submitted to any Governmental Entity in connection with any such Legal Proceeding.

Regulatory Approval; Further Assurances. (a) Parent and Subject to the Company terms hereof, the parties shall each use commercially their reasonable best efforts to effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party to this Agreement shall: (i) make any filings and give any notices required take, or cause to be made taken, all actions, and do, or given by such party in connection with the Merger and the other transactions contemplated by this Agreement, including filings and notices required by the Federal Energy Regulatory Commission (“FERC”), RCA, WUTC, IPUC, OPUC, MPSC, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and any other applicable regulatory bodies; (ii) use commercially reasonable efforts to obtain any consents, permits, approvals and waivers required cause to be obtained (pursuant to any applicable law, contract or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, including consents, permits, approvalsdone, and waivers required by the FERC, RCA, WUTC, IPUC, OPUC, MPSC, the FTC, the DOJ to assist and any other applicable regulatory body and shall provide reasonable access to information necessary to acquire required consents and approvals, subject to protective orders to prevent unauthorized disclosure where appropriate; (iii) use commercially reasonable efforts to prevent and to lift any restraint, injunction or other legal bar to the Merger and (iv) vigorously defend and challenge any lawsuits or other legal proceedings, whether regulatory, judicial, administrative or other, to which it is a party challenging or affecting the Merger, this Agreement or the transactions contemplated hereby (including all regulatory proceedings necessary or advisable in connection with obtaining required regulatory provisions in connection herewith) or seeking to prohibit or delay the consummation of the Merger or rescind, vacate, or otherwise challenge any approvals granted by any governmental entity. Each of Parent and the Company shall promptly deliver to the other a copy of each such filing made, each such notice given and each such consent and approval obtained, taken, made, given, or denied during the Pre-Closing Period. In addition, the Company and Parent shall use commercially reasonable efforts to cooperate with each other in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (1ii) determining whether as promptly as practicable, obtain from any Governmental Entity or any other filings are required to be made withthird party any consents, or other consentslicenses, permits, approvals waivers, approvals, authorizations, actions, nonactions, or waivers are orders required to be obtained from, any third or made by the parties or other governmental authorities in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, (iii) make the filings required under HSR as soon as practicable and in any event within the seven business day period after the date of the Agreement, and thereafter make any other required or reasonably necessary submissions with respect to this Agreement and the Merger required under HSR as promptly as practicable after determining such other submissions are required, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required or reasonably necessary submissions, with respect to this Agreement and the Merger under any foreign Antitrust Laws; and (2v) timely execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The parties shall cooperate with each other in connection with the making of all such other filings and timely seeking (subject to legal requirements regarding the sharing of information), including providing copies of all such documents to the other consentsparty’s advisors prior to filing and, permitsif requested, approvalsaccepting all reasonable additions, deletions or waiverschanges suggested in connection therewith. The parties shall each use their reasonable best efforts (subject to legal requirements regarding the sharing of information) to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. Acquiror shall pay all filing fees required under HSR and any other Antitrust Laws.

Regulatory Approval; Further Assurances. (a) Parent Each party acknowledges that as of the date hereof, neither party is aware of any required notice, report or other document required to be filed by a party with any Governmental Entity with respect to the Merger and the Company other transactions contemplated by this Agreement under the HSR Act or any other similar merger control, antitrust, or competition law. If required, each party shall use commercially reasonable efforts to effectuate file, as promptly as practicable after the Merger and make effective the other transactions contemplated by date of this Agreement. Without limiting the generality of the foregoing, each party to this Agreement shall: (i) make any filings notices, reports and give any notices other documents required to be made or given filed by such party in connection with any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement, including filings and notices required to respond promptly to any requests for additional information by any such Governmental Entity. Target and Acquiror shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Energy Regulatory Commission (“FERC”), RCA, WUTC, IPUC, OPUC, MPSC, the U.S. Federal Trade Commission (or the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) for additional information or documentations and any other applicable regulatory bodies; (ii) use commercially reasonable efforts to obtain any consents, permits, approvals and waivers required to be obtained (pursuant to inquiries or requests received from any applicable law, contract state attorney general or otherwise) by such party other Governmental Entity in connection with antitrust or related matters. Each of Target and Acquiror shall (A) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, including consents, permits, approvals(B) keep the other party informed as to the status of any such Legal Proceeding, and waivers required by (C) promptly inform the FERC, RCA, WUTC, IPUC, OPUC, MPSCother party of any communication to or from the Federal Trade Commission, the FTC, the DOJ and Department of Justice or any other applicable regulatory body and shall provide reasonable access to information necessary to acquire required consents and approvals, subject to protective orders to prevent unauthorized disclosure where appropriate; (iii) use commercially reasonable efforts to prevent and to lift any restraint, injunction or other legal bar to the Merger and (iv) vigorously defend and challenge any lawsuits or other legal proceedings, whether regulatory, judicial, administrative or other, to which it is a party challenging or affecting Governmental Entity regarding the Merger. Target and Acquiror will consult and cooperate with one another, this Agreement or and will consider in good faith the transactions contemplated hereby (including all regulatory proceedings necessary or advisable views of one another, in connection with obtaining required regulatory provisions any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection herewith) with any Legal Proceeding under or seeking relating to prohibit HSR or delay the consummation of the Merger any other federal, state, foreign or rescind, vacate, supranational antitrust or otherwise challenge any approvals granted by any governmental entity. Each of Parent and the Company shall promptly deliver to the other a copy of each such filing made, each such notice given and each such consent and approval obtained, taken, made, given, or denied during the Pre-Closing Periodfair trade law. In addition, the Company and Parent shall use commercially reasonable efforts to cooperate with each other in (1) determining whether except as may be prohibited by any other filings are required to be made withGovernmental Entity or by any legal requirement, or other consents, permits, approvals or waivers are required to be obtained from, any third parties or other governmental authorities in connection with the execution any Legal Proceeding or investigation under or relating to HSR or any other federal, state, foreign or supranational antitrust or fair trade law, each of Target and delivery of this Agreement and the consummation Acquiror will permit authorized representatives of the transactions contemplated hereby other party to be present at each meeting or conference relating to any such Legal Proceeding and (2) timely making all to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such other filings and timely seeking all such other consents, permits, approvals, or waiversLegal Proceeding.

Regulatory Approval; Further Assurances. (a) Parent Acquiror and the Company shall will cooperate and use commercially their respective, reasonable best efforts to effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party as promptly as practicable subject to this Agreement shall: Applicable Law (i) make obtain from any filings and give Governmental Entity any notices consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order required to be made obtained by Acquiror or given by such party the Company, in connection with the Merger and the other transactions contemplated by this Agreementauthorization, including filings and notices required by the Federal Energy Regulatory Commission (“FERC”), RCA, WUTC, IPUC, OPUC, MPSC, the U.S. Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and any other applicable regulatory bodies; (ii) use commercially reasonable efforts to obtain any consents, permits, approvals and waivers required to be obtained (pursuant to any applicable law, contract or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement, including consents, permits, approvals, and waivers required by the FERC, RCA, WUTC, IPUC, OPUC, MPSC, the FTC, the DOJ and any other applicable regulatory body and shall provide reasonable access to information necessary to acquire required consents and approvals, subject to protective orders to prevent unauthorized disclosure where appropriate; (iii) use commercially reasonable efforts to prevent and to lift any restraint, injunction or other legal bar to the Merger and (iv) vigorously defend and challenge any lawsuits or other legal proceedings, whether regulatory, judicial, administrative or other, to which it is a party challenging or affecting the Merger, this Agreement or the transactions contemplated hereby (including all regulatory proceedings necessary or advisable in connection with obtaining required regulatory provisions in connection herewith) or seeking to prohibit or delay the consummation of the Merger or rescind, vacate, or otherwise challenge any approvals granted by any governmental entity. Each of Parent and the Company shall promptly deliver to the other a copy of each such filing made, each such notice given and each such consent and approval obtained, taken, made, given, or denied during the Pre-Closing Period. In addition, the Company and Parent shall use commercially reasonable efforts to cooperate with each other in (1) determining whether any other filings are required to be made with, or other consents, permits, approvals or waivers are required to be obtained from, any third parties or other governmental authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby herein, (ii) obtain, prior to the Closing, all Permits as are necessary for the consummation of the transactions contemplated by this Agreement, (iii) make all required filings, and thereafter make any other required submissions and responses to requests for additional information and documentary materials, with respect to this Agreement required under any Applicable Law, including the HSR Act; provided, however, that Acquiror and the Company shall (and Acquiror shall cause Acquiror Parent to) (A) cooperate with each other in connection with the making of all such filings, submissions and requests for information and (2B) timely making promptly furnish to each other all such information required for any application or other filings and timely seeking all such filing to be made by the other consentspursuant to any Applicable Law in connection with the transactions contemplated by this Agreement; (iv) give each other prompt notice of any Antitrust investigation, permits(v) promptly inform the other party of any communication to or from the U.S. Federal Trade Commission, approvalsthe U.S. Department of Justice, or waivers.any other Governmental Entity in connection with any such request, inquiry, or action (and if in writing, furnish the other Party with a copy of such communication) and (vi) request early termination of the waiting period under the HSR Act and take all other actions reasonably necessary consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law relating to the Merger and the other transactions contemplated hereby. Acquiror and the Company agree to make the necessary filings under the HSR Act no later than five (5) Business Days after execution of this Agreement. Acquiror shall pay the filing fee required under the HSR Act and any fees required for filings with other Governmental Entities; provided, however, each of Acquiror and the Company shall be responsible for its own outside counsel or consultant fees related to obtaining Regulatory Approval for the transactions contemplated under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Acquiror shall, on behalf of the parties, control and lead (i) the scheduling of, and strategic planning for any meeting with any Governmental Entity under the HSR Act or any other applicable Antitrust Law, and (ii) the process and strategy for resolving any pending or threatened request,