Common use of Regulatory Authorizations Clause in Contracts

Regulatory Authorizations. 11.3.1 Sellers and Buyer shall cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from third parties in connection with the consummation of the Contemplated Transactions, and (b) subject to the terms and conditions of this Agreement (and except as otherwise provided in Section 11.3.2), in taking such actions or making any such Filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Except as otherwise provided herein, each Party shall bear its respective costs and expenses incurred in connection with obtaining such actions, consents, approvals and waivers. 11.3.2 In furtherance, and not in limitation, of the foregoing, the Parties shall use their respective Commercially Reasonable Efforts to (a) make or cause to be made all Filings required of each of them or any of their respective Affiliates under the HSR Act or any other Antitrust Laws with respect to the Contemplated Transactions as promptly as practicable, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the FTC, the Antitrust Division or any other Governmental Authority in respect of such Filings or the Contemplated Transactions, and (c) cooperate with each other in connection with any such Filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such Filing or the Contemplated Transactions. Each such Party shall use its Commercially Reasonable Efforts to furnish to the other Parties all information required for any application or other Filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions (unless the furnishing of such information would (i) violate the provisions of any applicable Law or confidentiality agreement, or (ii) cause the loss of attorney-client privilege with respect thereto, provided that each Party shall seek to furnish the other Parties with the substance of any such communication, whether by redacting parts of such material communication or otherwise, so that such communication would not violate applicable Law or cause the loss of the attorney-client privilege with respect thereto). Each Party shall promptly inform the other Parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such Filings. No Party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such Filings, investigation, or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to Proceedings under the HSR Act or other Antitrust Laws. Notwithstanding anything to the contrary contained in this Agreement, any Seller or Buyer shall not be obligated to (1) agree to divest, hold separate or otherwise restrict the use or operation of any business or assets of the Archstone Entities or such Seller or Buyer, (2) consent to any other structural or conduct remedy, (3) agree to any Order regarding Antitrust Laws with respect to the Contemplated Transactions, or (4) take any action the consequence of which would be detrimental to its relationship with any applicable Governmental Authorities.

Regulatory Authorizations. 11.3.1 Sellers and Buyer shall cooperate with one another (a) Each of the Purchaser and the Seller shall use its reasonable best efforts to promptly obtain all Consents of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will use reasonable best efforts to cooperate fully with the other Party in determining whether promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.4(a), the Purchaser agrees to use, and to cause its Affiliates to use, reasonable best efforts and to take any action and all steps necessary to avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously close the transactions contemplated hereby no later than the Outside Date, including (i) selling or in respect otherwise disposing of, or filing withholding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Business or the Purchaser or its Affiliates, (ii) terminating existing relationships, contractual rights or obligations of the Business or the Purchaser or its Affiliates, (iii) terminating any venture or other arrangement, (iv) creating any relationship, contractual rights or obligations of the Business or the Purchaser or its Affiliates or (v) effectuating any other change or restructuring of the Business or the Purchaser or its Affiliates (any such action in clauses (i) through (v), a “Remedy Action”) (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from third parties in connection with any of the foregoing; provided that any such Remedy Action may be conditioned upon the occurrence of the Closing) 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 Contemplated Transactions, and (b) subject transactions contemplated hereby. Notwithstanding anything to the terms contrary herein, the Purchaser shall not be obligated to (or be obligated to cause any of its Affiliates to) take any Remedy Action that would, or would be reasonably likely to, result in a Material Adverse Effect or a material adverse effect on the business, assets, operations or financial condition of the Purchaser and conditions of this Agreement its Affiliates (and except as otherwise provided in Section 11.3.2including, after giving effect to the Closing, the Transferred Entities), in taking such actions or making any such Filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Except taken as otherwise provided herein, each Party shall bear its respective costs and expenses incurred in connection with obtaining such actions, consents, approvals and waiversa whole. 11.3.2 In furtherance, and not in limitation, of the foregoing, the Parties shall use their respective Commercially Reasonable Efforts to (a) make or cause to be made all Filings required of each of them or any of their respective Affiliates under the HSR Act or any other Antitrust Laws with respect to the Contemplated Transactions as promptly as practicable, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the FTC, the Antitrust Division or any other Governmental Authority in respect of such Filings or the Contemplated Transactions, and (c) cooperate with each other in connection with any such Filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such Filing or the Contemplated Transactions. Each such Party shall use its Commercially Reasonable Efforts to furnish to the other Parties all information required for any application or other Filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions (unless the furnishing of such information would (i) violate the provisions of any applicable Law or confidentiality agreement, or (ii) cause the loss of attorney-client privilege with respect thereto, provided that each Party shall seek to furnish the other Parties with the substance of any such communication, whether by redacting parts of such material communication or otherwise, so that such communication would not violate applicable Law or cause the loss of the attorney-client privilege with respect thereto). Each Party shall promptly inform notify the other Parties hereto of any oral communication with, and provide copies it or any of written communications with, its Affiliates receives from any Governmental Authority regarding relating to the matters that are the subject of this Agreement and permit the other Parties to review in advance, and consider in good faith the view of the other Parties regarding, any proposed communication by such FilingsParty to any Governmental Authority. No Party hereto shall independently agree to participate in any formal meeting or discussion with any Governmental Authority in respect of any such Filingsfilings, investigation, investigation or other inquiry without giving unless it consults with the other Parties prior notice of the meeting in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and/or participateand participate at such meeting or discussion. Subject to applicable Lawthe terms of the Confidentiality Agreement, the Parties will consult shall coordinate and cooperate fully with one another each other in exchanging such information and providing such assistance as any Party may reasonably request in connection with any analysesthe foregoing. Subject to the terms of the Confidentiality Agreement, appearancesthe Purchaser and the Seller shall provide each other with copies of all correspondence, presentationsfilings or written communications, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf summaries of any Party relating to Proceedings under oral communications, between them or any of their respective Representatives, on the HSR Act one hand, and any Governmental Authority or members of its staff, on the other Antitrust Laws. Notwithstanding anything to the contrary contained in this Agreementhand, any Seller or Buyer shall not be obligated to (1) agree to divest, hold separate or otherwise restrict the use or operation of any business or assets of the Archstone Entities or such Seller or Buyer, (2) consent to any other structural or conduct remedy, (3) agree to any Order regarding Antitrust Laws with respect to this Agreement and the Contemplated Transactionstransactions contemplated by this Agreement; provided, however, that such 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 (4iii) take any action the consequence of which would be detrimental as necessary to its relationship with any applicable Governmental Authoritiesaddress reasonable attorney-client or other privilege or confidentiality concerns.

Regulatory Authorizations. 11.3.1 Sellers 13.4.1 The Buyer Parties, Seller and Buyer LBHI shall reasonably cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from third parties in connection with the consummation of the Contemplated Transactions, and (b) subject to the terms and conditions of this Agreement (and except as otherwise provided in Section 11.3.213.4.2), in taking such actions or making any such Filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Except as otherwise provided herein, each Party shall bear its respective costs and expenses incurred in connection with obtaining such actions, consents, approvals and waivers. 11.3.2 13.4.2 In furtherance, and not in limitation, of the foregoing, the Parties shall use their respective Commercially Reasonable Efforts to (a) make or cause to be made all Filings required of each of them or any of their respective Affiliates under the HSR Act or any other Antitrust Laws with respect to the Contemplated Transactions as promptly as practicable, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the FTC, the Antitrust Division or any other Governmental Authority in respect of such Filings or the Contemplated Transactions, and (c) cooperate with each other in connection with any such Filing and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to any such Filing or the Contemplated Transactions. Each such Party shall use its Commercially Reasonable Efforts to furnish to the other Parties all information required for any application or other Filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions (unless the furnishing of such information would (i) violate the provisions of any applicable Law or confidentiality agreement, or (ii) cause the loss of attorney-client privilege with respect thereto, provided that each Party shall seek to furnish the other Parties with the substance of any such communication, whether by redacting parts of such material communication or otherwise, so that such communication would not violate applicable Law or cause the loss of the attorney-client privilege with respect thereto). Each Party shall promptly inform the other Parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such Filings. No Party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such Filings, investigation, or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to Proceedings under the HSR Act or other Antitrust Laws. Notwithstanding anything to the contrary contained in this Agreement, any Seller or Buyer no Party shall not be obligated to (1) agree to divest, hold separate or otherwise restrict the use or operation of any material business or assets of Seller, the Archstone Entities Entities, the Equity Residential Parties or such Seller or BuyerAVB, (2) consent to any other material structural or conduct remedy, or (3) agree to any Order regarding Antitrust Laws with respect to the Contemplated TransactionsTransactions that would have a material impact on the Equity Residential Parties, the Archstone Entities or (4) take any action the consequence of which would be detrimental to its relationship with any applicable Governmental AuthoritiesAVB.

Regulatory Authorizations. 11.3.1 Sellers and Buyer shall cooperate with one another The Parties will use their respective reasonable best efforts to (ai) in determining whether any action by or in respect oftake, or filing withcause to be taken, any Governmental Authority is requiredall appropriate action and do, or any actionscause to be done, consentsall things necessary, approvals proper or waivers are advisable under applicable Law, to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable following receipt of applicable Regulatory Approvals, (ii) jointly obtain from all Regulatory Approvals, required to be obtained from third parties in connection with the consummation of the Contemplated Transactionsby a Party, and (b) subject to the terms and conditions of this Agreement (and except as otherwise provided in Section 11.3.2), in taking such actions or making any such Filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Except as otherwise provided herein, each Party shall bear its respective costs and expenses incurred in connection with obtaining such actions, consents, approvals and waivers. 11.3.2 In furtherance, and not in limitation, of the foregoing, the Parties shall use their respective Commercially Reasonable Efforts to (a) make or cause to be made all Filings required of each of them or any of their respective Affiliates under Subsidiaries, or to avoid any Order by any Governmental Authority, in connection with the HSR Act or authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) (A) as promptly as reasonably practicable, and in any event within five (5) Business Days after the date hereof, make all necessary filings, and thereafter make any other Antitrust Laws required submissions, with respect to the Contemplated Transactions this Agreement required in order to obtain FCC Approval, (B) as promptly as reasonably practicable, and in any event within ten (b10) comply at Business Days after the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional informationhereof, documentsmake all necessary filings, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from the FTC, the Antitrust Division or and thereafter make any other Governmental Authority required submissions, with respect to this Agreement required in respect of such Filings or the Contemplated Transactionsorder to obtain all other Regulatory Approvals, and (cC) cooperate with each as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other in connection with any such Filing and in connection with resolving any investigation or other inquiry of any of the FTCrequired submissions, the Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to this Agreement required under any such Filing or the Contemplated Transactionsother applicable Law. Each such Party shall use its Commercially Reasonable Efforts to Seller and Buyer will furnish to the each other Parties all information required for any application or other Filing to be made pursuant to filing under the rules and regulations of any applicable Law in connection with the Contemplated Transactions (unless transactions contemplated by this Agreement. Nothing in this Agreement will be deemed to require the furnishing Seller, Buyer or any of such information would their respective Subsidiaries (i) violate to divest or hold separate any assets or agree to limit its future activities, method or place of doing business, (ii) to commence any litigation against any Person in order to facilitate the provisions consummation of any applicable Law or confidentiality agreementthe transactions contemplated by this Agreement, or (iiiii) cause the loss of attorney-client privilege to defend against any litigation filed with respect thereto, provided that each Party shall seek to furnish the other Parties with the substance of any such communication, whether or brought by redacting parts of such material communication or otherwise, so that such communication would not violate applicable Law or cause the loss of the attorney-client privilege with respect thereto). Each Party shall promptly inform the other Parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such Filings. No Party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such Filings, investigationseeking to prevent the consummation of, or other inquiry without giving the other Parties prior notice impose limitations on, any of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to Proceedings under the HSR Act or other Antitrust Laws. Notwithstanding anything to the contrary contained in this Agreement, any Seller or Buyer shall not be obligated to (1) agree to divest, hold separate or otherwise restrict the use or operation of any business or assets of the Archstone Entities or such Seller or Buyer, (2) consent to any other structural or conduct remedy, (3) agree to any Order regarding Antitrust Laws with respect to the Contemplated Transactions, or (4) take any action the consequence of which would be detrimental to its relationship with any applicable Governmental Authoritiestransactions contemplated hereby.