Common use of Regulatory Matters and Approvals Clause in Contracts

Regulatory Matters and Approvals. (a) Each of Purchaser and the Seller will provide any notices to and make any filings with any Governmental Authority that are necessary to consummate the Transactions. Without limiting the generality of the foregoing, the Seller and Purchaser shall, no later than ten (10) Business Days after the date hereof, prepare and file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required under the HSR Act for the Transactions. Each of Purchaser and the Seller shall submit as soon as practicable any supplemental or additional information which may reasonably be requested by the FTC and the DOJ or by any other Governmental Authority in connection with such filings and shall comply in all material respects with all applicable Laws relating thereto. (b) Without limiting the generality of the foregoing: (i) Purchaser shall, and shall cause its subsidiaries to, promptly take any and all steps reasonably necessary to avoid, eliminate or resolve each and every impediment and obtain all necessary clearances, consents, approvals and waivers under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (each, an “Antitrust Law,” and collectively “Antitrust Laws”) set out on Schedule 6.5(b), so as to enable the parties to cause the Closing to occur as soon as practicable and in any event prior to the Outside Date, including (A) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by Order, consent decree, hold separate order, trust, or otherwise, the sale, divestiture, license, disposition or holding separate of such assets or businesses of the Seller or its respective subsidiaries; (B) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of the Seller or its respective subsidiaries; (C) creating any relationships, ventures, contractual rights, obligations or other arrangements of the Seller or its respective subsidiaries; and (D) entering or offering to enter into agreements and stipulating to the entry of an Order or decree or filing appropriate applications with any Governmental Authority in connection with any of the actions contemplated by the foregoing clauses (A) through (C) (provided that the Seller shall not be obligated to take any such action unless the taking of such action is conditioned upon the consummation of the Transactions), in each case, as may be necessary, required or advisable in order to satisfy the requirements of any applicable Antitrust Law, to avoid the entry of, or to effect the dissolution of or to vacate or lift, any decree or Order (whether temporary, preliminary or permanent) that would otherwise have the effect of restraining, preventing or delaying the consummation of the Transactions, or to avoid the commencement of any Action that seeks to prohibit the Transactions; provided, that in no instance shall the actions taken in connection with this clause (i) have, individually or in the aggregate, a material adverse effect on the Transferred Assets; and (ii) if any objections are asserted with respect to the Transactions under any applicable Antitrust Law or if any Action, whether judicial or administrative, is instituted by any Governmental Authority or any private party challenging the Transactions as violating any applicable Antitrust Law, each of Purchaser and the Seller shall cooperate with one another and Purchaser shall use its reasonable best efforts to: (A) oppose or defend against any action to prevent or enjoin consummation of the Transactions and (B) take such action as necessary to overturn any action by any Governmental Authority or private party to block consummation of the Transactions, including by defending any Action brought by any Governmental Authority or private party in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Law or Order (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Transactions, or in order to resolve any such objections or challenge as such Governmental Authority or private party may have to such Transactions under such Laws so as to permit consummation of the Transactions. (c) Each of Purchaser and the Seller will promptly notify the other parties hereto of any written communication made to or received by either Purchaser and/or the Seller, as the case may be, from any Governmental Authority regarding the Transactions, and, subject to applicable Law, if practicable, (i) permit the other parties hereto to review in advance any proposed written communication to any such Governmental Authority and incorporate the other parties’ reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other parties hereto in advance and (iii) to the extent permitted by such Governmental Authority, give the other parties hereto the opportunity to attend, and furnish the other parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its staff on the other hand, with respect to this Agreement and the Transactions; provided, however, that this Agreement shall not obligate any party to disclose to any other party such portions of any proposed or final correspondence, filing or other written communication with a Governmental Authority or its staff as the party to such correspondence, filing or communication may reasonably deem competitively-sensitive, privileged or confidential vis-à-vis the other party, except that it shall disclose matters to the external counsel of the other party to the extent reasonably necessary in order to enable the party to fulfill its cooperation obligations in this Section 6.5(c). (d) Purchaser shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by way of arrangement, amalgamation, merger or consolidation with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to or the consummation of such acquisition, arrangement, amalgamation, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions or (iii) materially delay the consummation of the Transactions. (e) Notwithstanding anything herein to the contrary, the Purchaser shall control the strategy for obtaining all authorizations, consents, orders and approvals of any Governmental Authority pursuant to this Section 6.5 and shall take the lead in communicating with Governmental Authorities and control the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with any Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, any Governmental Authority with respect thereto.

Regulatory Matters and Approvals. (a) Each of Purchaser and the Seller Company will provide give any notices to and to, make any filings with with, and use its best efforts to obtain any authorizations, consents and approvals of, any Governmental Authority that which are necessary to consummate the Transactionstransactions contemplated hereby. Without limiting the generality of the foregoing, the Seller Company and Purchaser shall, no later than ten five (105) Business Days after the date hereof, prepare and file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required under the HSR Act for the Transactionstransactions contemplated hereby and seek to obtain early termination of the waiting period thereunder. Each of the Company and Purchaser and the Seller shall submit file as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC and the DOJ or by and any other Governmental Authority in connection with such filings and shall comply in all material respects with all applicable Laws relating thereto. (b) Without limiting the generality of the foregoing: (i) Purchaser shallshall and, and shall cause its subsidiaries Subsidiaries and Affiliates to, promptly take any and all steps reasonably necessary to avoid, eliminate or resolve each and every impediment and obtain all necessary clearances, consents, approvals and waivers under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws applicable Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (each, an “Antitrust Law,” and collectively “Antitrust Laws”) set out on Schedule 6.5(b)that may be required by any Governmental Authority, so as to enable the parties to cause the Closing to occur as soon as practicable and in any event prior to the Outside Termination Date, including (A) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by Orderorder, consent decree, hold separate order, trust, or otherwise, the sale, divestiture, license, disposition or holding hold separate of such assets or businesses of Purchaser or the Seller Company or their respective Subsidiaries (or, in the case of Purchaser, its Affiliates), or otherwise offering to take or offering to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Purchaser or the Company or their respective subsidiariesSubsidiaries (or, in the case of Purchaser, its Affiliates) to the extent legally permissible, and if the offer is accepted, taking or committing to take such action; (B) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Purchaser or the Seller Company or its their respective subsidiariesSubsidiaries or Affiliates; (C) creating any relationships, ventures, contractual rights, obligations or other arrangements of Purchaser or the Seller Company or its their respective subsidiariesSubsidiaries or Affiliates; and (D) entering or offering to enter into agreements and stipulating to the entry of an Order order or decree or filing appropriate applications with any Governmental Authority in connection with any of the actions contemplated by the foregoing clauses (A) through (C) (provided that neither Representative nor the Seller Company shall not be obligated to take any such action unless the taking of such action is conditioned upon the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement), in each case, as may be necessary, required or advisable in order to satisfy obtain clearance under the requirements of any HSR Act or other applicable Antitrust LawLaws, to avoid the entry of, or to effect the dissolution of or to vacate or lift, any decree decree, judgment, injunction or Order other order (whether temporary, preliminary or permanent) that would otherwise have the effect of restraining, preventing or delaying the consummation of the TransactionsMerger or the other transactions contemplated hereby, or to avoid the commencement of any Action action or proceeding that seeks to prohibit the Transactions; provided, that in no instance shall the actions taken in connection with Merger or any other transaction contemplated by this clause (i) have, individually or in the aggregate, a material adverse effect on the Transferred AssetsAgreement; and (ii) if any objections are asserted with respect to the Transactions Merger or the other transactions contemplated hereby under any the HSR Act or other applicable Antitrust Law Laws or if any ActionProceeding, whether judicial or administrative, is instituted by any Governmental Authority or any private party challenging the Transactions Merger or any of the other transactions contemplated hereby as violating any violative of the HSR Act or other applicable Antitrust LawLaws, each of the Company and Purchaser and the Seller shall cooperate with one another and Purchaser shall use its reasonable best efforts to: (AX) oppose or defend against any action to prevent or enjoin consummation of the Transactions Merger and the other transactions contemplated hereby and/or (BY) take such action as necessary to overturn any action by any Governmental Authority or private party to block consummation of the TransactionsMerger and any of the other transactions contemplated hereby, including by defending any Action action or proceeding brought by any Governmental Authority or private party in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Law or Order (whether temporary, preliminary or permanent) that would restrain, prevent or delay the TransactionsMerger or the other transactions contemplated hereby, or in order to resolve any such objections or challenge as such Governmental Authority or private party may have to such Transactions transactions under such Laws so as to permit consummation of the Transactions. (c) Each of Purchaser Merger and the Seller will promptly notify the other parties hereto of any written communication made to or received transactions contemplated by either Purchaser and/or the Seller, this Agreement. Except as the case may be, from be prohibited by any Governmental Authority regarding the Transactions, and, subject to applicable or by any Law, if practicablePurchaser, (i) permit on the other parties hereto to review one hand, and the Company on the other, will, reasonably consult and cooperate with one another, and consider in advance any proposed written communication to any such Governmental Authority and incorporate good faith the other parties’ reasonable commentsviews of one another, (ii) not agree to participate in any substantive meeting or discussion connection with any such Governmental Authority analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in respect of connection with any filing, investigation Proceeding under or inquiry concerning this Agreement or the Transactions unless, relating to the extent reasonably practicableHSR Act. In addition, it consults with the other parties hereto in advance and (iii) to the extent permitted except as may be prohibited by such Governmental Authority, give the other parties hereto the opportunity to attend, and furnish the other parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its staff by any Law, in connection with any Proceeding under or relating to the HSR Act, each of Purchaser, on the other one hand, with respect to this Agreement and the Transactions; providedCompany, howeveron the other, that this Agreement shall not obligate any party to disclose to any other party such portions of any proposed or final correspondence, filing or other written communication with a Governmental Authority or its staff as the party to such correspondence, filing or communication may reasonably deem competitively-sensitive, privileged or confidential vis-à-vis the other party, except that it shall disclose matters to the external will permit outside counsel of the other party to the extent reasonably necessary in order to enable the party to fulfill its cooperation obligations in this Section 6.5(c). (d) Purchaser shall not, and shall not permit any of its Affiliates to, acquire be present at each meeting or agree to acquire by way of arrangement, amalgamation, merger or consolidation with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement conference relating to or the consummation of any such acquisition, arrangement, amalgamation, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions or (iii) materially delay the consummation of the Transactions. (e) Notwithstanding anything herein to the contrary, the Purchaser shall control the strategy for obtaining all authorizations, consents, orders Proceeding and approvals of any Governmental Authority pursuant to this Section 6.5 and shall take the lead in communicating with Governmental Authorities and control the overall development of the positions to be taken and the regulatory actions consulted in connection with any document, opinion or proposal made or submitted to be requested in any filing or submission with any Governmental Authority in connection with any such Proceeding. (c) The Company and Purchaser shall promptly notify the Transactions and in connection other party of any correspondence or contact with any investigation or other inquiry or litigation by or beforethe DOJ, the FTC or any negotiations with, other Governmental Authority and except as may be prohibited by any Governmental Authority with respect theretoor by any Law, or as necessary to preserve any applicable legal privilege, shall furnish to the other party (if necessary or advisable, on an outside counsel basis) all such information in its possession as may be necessary for the completion of any required reports or notifications.

Regulatory Matters and Approvals. (a) Each of Purchaser and the Seller Company will provide give any notices to and to, make any filings with with, and use its best efforts to obtain any authorizations, consents and approvals of, any Governmental Authority that Body which are necessary to consummate the Transactionstransactions contemplated hereby. Without limiting the generality of the foregoing, the Seller and Purchaser parties shall, no later than ten (10) Business Days after the date hereof, prepare and file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required under the HSR Act for the Transactionstransactions contemplated hereby and the transactions contemplated by the Xxxx Investment and, to the extent applicable, seek to obtain early termination of the waiting period thereunder. Each of Purchaser and the Seller parties shall submit file as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC and the DOJ or by any other Governmental Authority in connection with such filings and shall comply in all material respects with all applicable Applicable Laws relating thereto. Purchaser shall be responsible for the payment of all HSR filing fees payable to a Governmental Body. (b) Without limiting the generality of the foregoing: (i) Purchaser shallshall and, and shall cause its subsidiaries Subsidiaries and Affiliates to, promptly take any and all steps reasonably necessary to avoid, eliminate or resolve each and every impediment and obtain all necessary clearances, consents, approvals and waivers under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade amended (each, an “Antitrust Law,” and collectively “Antitrust Laws”) set out on Schedule 6.5(b), that may be required by any Governmental Body, so as to enable the parties to cause the Closing to occur as soon as practicable and in any event prior to the Outside End Date, including (A) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by Orderorder, consent decree, hold separate order, trust, or otherwise, the sale, divestiture, license, disposition or holding hold separate of such assets or businesses of Purchaser or the Seller Company or their respective Subsidiaries (or, in the case of Purchaser, its Affiliates), or otherwise offering to take or offering to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Purchaser or the Company or their respective subsidiariesSubsidiaries (or, in the case of Purchaser, its Affiliates)) to the extent legally permissible, and if the offer is accepted, taking or committing to take such action; (B) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Purchaser or the Seller Company or its their respective subsidiariesSubsidiaries or Affiliates; (C) creating any relationships, ventures, contractual rights, obligations or other arrangements of Purchaser or the Seller Company or its their respective subsidiariesSubsidiaries or Affiliates; and (D) entering or offering to enter into agreements and stipulating to the entry of an Order order or decree or filing appropriate applications with any Governmental Authority Body in connection with any of the actions contemplated by the foregoing clauses (A) through (C) (provided that neither the Seller Sellers’ Representative nor the Company shall not be obligated to take any such action unless the taking of such action is conditioned upon the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement), in each case, as may be necessary, required or advisable in order to satisfy obtain clearance under the requirements of any applicable HSR Act or other Antitrust LawLaws, to avoid the entry of, or to effect the dissolution of or to vacate or lift, any decree decree, judgment, injunction or Order other order (whether temporary, preliminary or permanent) that would otherwise have the effect of restraining, preventing or delaying the consummation of the TransactionsMerger, the other transactions contemplated hereby or the transactions contemplated by the Xxxx Investment, or to avoid the commencement of any Legal Action that seeks to prohibit the Transactions; providedMerger, that in no instance shall any other transaction contemplated by this Agreement or any transaction contemplated by the actions taken in connection with this clause (i) have, individually or in the aggregate, a material adverse effect on the Transferred AssetsXxxx Investment; and (ii) if any objections are asserted with respect to the Transactions Merger, the other transactions contemplated hereby or the transactions contemplated by the Xxxx Investment under any applicable the HSR Act or other Antitrust Law Laws or if any Legal Action, whether judicial or administrative, is instituted by any Governmental Authority Body challenging the Merger, any of the other transactions contemplated hereby or any private party challenging of the Transactions transactions contemplated by the Xxxx Investment as violating any applicable violative of the HSR Act or other Antitrust LawLaws, each of Purchaser and the Seller parties hereto shall cooperate with one another and Purchaser shall use its commercially reasonable best efforts to: (Ax) oppose or defend against any action such Legal Action to prevent or enjoin consummation of the Transactions Merger, the other transactions contemplated hereby and the transactions contemplated by the Xxxx Investment and/or (By) take such action as necessary to overturn any such action by any Governmental Authority or private party Body to block consummation of the TransactionsMerger, any of the other transactions contemplated hereby and any of the transactions contemplated by the Xxxx Investment, including by defending any such Legal Action brought by any Governmental Authority or private party Body in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Law or Order (whether temporary, preliminary or permanent) that would restrain, prevent or delay the TransactionsMerger, the other transactions contemplated hereby or the transactions contemplated by the Xxxx Investment, or in order to resolve any such objections or challenge as such Governmental Authority or private party Body may have to such Transactions transactions under such Antitrust Laws so as to permit consummation of the TransactionsMerger, the other transactions contemplated by this Agreement and the transactions contemplated by the Xxxx Investment. Except as may be prohibited by any Governmental Body or by any Applicable Law, Purchaser, on the one hand, and the Company on the other, will reasonably consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Action under or relating to the HSR Act or other Antitrust Laws. In addition, except as may be prohibited by any Governmental Body or by any Applicable Law, in connection with any Legal Action under or relating to the HSR Act or other Antitrust Laws, each of Purchaser, on the one hand, and the Company, on the other, will permit outside counsel of the other party to be present at each meeting or conference relating to any such Legal Action and to be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Action. (c) Each of Purchaser and the Seller will The parties shall promptly notify the other parties hereto of any written communication made to correspondence or received contact with the DOJ or the FTC and except as may be prohibited by either Purchaser and/or the Seller, as the case may be, from any Governmental Authority regarding the Transactions, and, subject to applicable Body or by any Applicable Law, if practicableor as necessary to preserve any applicable legal privilege, (i) permit shall furnish to the other parties hereto to review (if necessary or advisable, on an outside counsel basis) all such information in advance its possession as may be necessary for the completion of any proposed written communication to any such Governmental Authority and incorporate required reports or notifications. Neither Purchaser nor the other parties’ reasonable comments, (ii) not Company shall agree to participate in any substantive meeting or discussion with any such Governmental Authority Body in respect of any filingsuch filings, investigation or other inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, unless it consults with the other parties hereto party in advance and (iii) and, to the extent permitted by such Governmental AuthorityBody and Applicable Law, give gives the other parties hereto party the opportunity to attend, attend and furnish the other parties with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any participate at such Governmental Authority or its staff on the other hand, with respect to this Agreement and the Transactions; provided, however, that this Agreement shall not obligate any party to disclose to any other party such portions of any proposed or final correspondence, filing or other written communication with a Governmental Authority or its staff as the party to such correspondence, filing or communication may reasonably deem competitively-sensitive, privileged or confidential vis-à-vis the other party, except that it shall disclose matters to the external counsel of the other party to the extent reasonably necessary in order to enable the party to fulfill its cooperation obligations in this Section 6.5(c)meeting. (d) Purchaser shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by way of arrangement, amalgamation, merger or consolidation with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to or the consummation of such acquisition, arrangement, amalgamation, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions or (iii) materially delay the consummation of the Transactions. (e) Notwithstanding anything herein to the contrary, the Purchaser shall control the strategy for obtaining all authorizations, consents, orders and approvals of any Governmental Authority pursuant to this Section 6.5 and shall take the lead in communicating with Governmental Authorities and control the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with any Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, any Governmental Authority with respect thereto.