Common use of Responsibility for Satisfaction Clause in Contracts

Responsibility for Satisfaction. 4.2.1 Save as provided in Clause 4.2.2, each of the Parties shall use its reasonable best efforts to ensure satisfaction of and compliance with all of the Conditions Precedent. 4.2.2 Notwithstanding Clause 4.2.1, Purchaser shall: (a) as soon as practicable, and in any event no later than twenty (20) Business Days after the Signing Date, prepare and file with the Governmental Authorities the notices and applications necessary to (i) satisfy the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and (ii) obtain all other Anti-trust Approvals, provided that Seller has the right to approve the same (such approval not to be unreasonably withheld, conditioned or delayed), and provided further that Seller and Purchaser together file, with the United States Federal Trade Commission and United States Department of Justice the notification and report form, if any, required for the Transaction under the HSR Act; (b) supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority in connection with (i) any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 or (ii) any other Anti-trust Approvals, provided that, with respect to any written submission, information or documentary materials, Seller has the right to approve the same (such approval not to be unreasonably withheld, conditioned or delayed); and (c) take promptly any and all steps necessary to avoid or eliminate each and every impediment to, and procure as soon as practicable, the fulfilment of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and the obtaining of all other Anti-trust Approvals by no later than 31 December 2010 (the “Outside Date”) or, with respect to any Non-Material Business or Non-Material Group Company, 30 June 2011, including by (i) taking or giving to the competent Governmental Authorities a binding undertaking to take any action that may be necessary or appropriate in order to obtain clearance of the Transaction (including by agreeing to sell, lease, license or otherwise dispose of, or to hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, rights, product lines, licenses, categories of any assets or businesses or other operations, or interests therein, of Purchaser or its subsidiaries, including the shares, properties and all other assets to be acquired (directly or indirectly) by Purchaser hereunder, and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, that may be required by any relevant Governmental Authority) or (ii) duly and promptly complying with any condition that any relevant Governmental Authority may impose or require to approve the consummation of the Transaction and that cannot be resisted in accordance with the terms of this Agreement. For the avoidance of doubt, Purchaser shall take any and all actions necessary in order to ensure that (x) no requirement for a waiver, consent or approval of any Governmental Authority with respect to any Competition Laws, (y) no decree, decision, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude consummation of the Transaction by the Outside Date. 4.2.3 Purchaser shall bear all filing fees and other costs (excluding Seller’s attorneys’ fees) incurred in relation to any Anti-trust Approval. Purchaser shall also bear all costs, penalties and fines resulting from not seeking to obtain Anti-trust Approval in any jurisdiction where it is determined that filing should have taken place, provided that Seller shall be responsible for any such costs, penalties and fines to the extent that information provided by it in connection with the Parties’ analysis of filing obligations in any such jurisdiction was inaccurate and resulted in such costs, penalties and fines. 4.2.4 Without prejudice to Clause 4.2.2, Seller and Purchaser shall: (a) promptly cooperate with and provide all necessary information and assistance required by any Governmental Authority in connection with the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust Approvals, upon being requested to do so by the other Party; and (b) promptly inform the other Party of any communication received from, or given by it to, any Governmental Authority with respect to any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust Approvals. 4.2.5 Notwithstanding the foregoing provisions of this Clause 4.2, except in accordance with Clause 6.5, neither Seller nor any other member of Seller’s Group shall have any obligation to hold separate or divest any assets, rights, product lines, licenses, categories of assets or businesses or other operation, or interests therein, of Seller or any other member of Seller’s Group. 4.2.6 Without prejudice to Clauses 4.2.2(c) and 4.2.4, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or any other person challenging the Transaction (or any part thereof), each Party shall co-operate in all respects with the other Party and use its reasonable best efforts to defend, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction (or any part thereof).

Responsibility for Satisfaction. 4.2.1 Save The Principal Seller shall use all reasonable endeavours to ensure the satisfaction of the conditions set out in Clauses 4.1.1, 4.1.2 and 4.1.5 and the Purchaser shall use all reasonable endeavours to ensure the satisfaction of the conditions set out Back to Contents in Clauses 4.1.1, 4.1.3 and 4.1.4 in each case as soon as possible, and each of the Principal Seller and the Purchaser shall co-operate with each other in that respect, provided that this shall not give rise to an obligation on the part of either party to assume expenditure to achieve the same which is materially disproportionate in the context of the transactions contemplated by this Agreement and the Network Services Agreement or require either party to take any action or to accept any conditions to any regulatory clearance or restrictions on any person’s freedom to conduct business which would be likely to have a materially detrimental effect on that party, that party’s group (taken as a whole), the Company, the Group (taken as a whole) or the commercial rationale of the transaction. In particular, the Purchaser shall procure the filing of the notifications necessary to obtain the merger clearances required by clauses 4.1.3 and 4.1.4 as soon as practicable after the date of this Agreement. 4.2.2 Subject to Clause 4.2.24.2.3, each of the Parties shall use its reasonable best efforts Purchaser and the Principal Seller undertakes to ensure keep the other informed as to progress towards satisfaction of the conditions set out in Clause 4.1 and compliance with all of in particular the Conditions Precedent. 4.2.2 Notwithstanding Clause 4.2.1, Purchaser shallundertakes to: (a) as soon as practicable, and in any event no later than twenty (20) Business Days after the Signing Date, prepare and file with the Governmental Authorities the notices and applications necessary to (i) satisfy notify the Conditions Precedent set out Principal Seller and provide copies of any communications from any governmental or regulatory body or other person in Clauses 4.1.1 and 4.1.2 and relation to obtaining any consent, approval or action where such communications have not been independently or simultaneously supplied to the Principal Seller; (ii) obtain all other Anti-trust Approvals, provided that Seller has the right to approve the same (such approval not to be unreasonably withheld, conditioned or delayed), and provided further that Seller and Purchaser together file, with the United States Federal Trade Commission and United States Department of Justice the notification and report form, if any, required for the Transaction under the HSR Act; (b) supply as promptly as practicable any additional information and documentary material that may be where reasonably requested by the Principal Seller, provide the Principal Seller (or advisers nominated by the Principal Seller) with draft copies of all submissions and communications to governmental or regulatory bodies or other persons in relation to obtaining any Governmental Authority consent, approval or action at such time as will allow the Principal Seller a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent and provide the Principal Seller (or such nominated advisers) with copies of all such submissions and communications in connection with (i) any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 form submitted or (ii) any other Anti-trust Approvals, provided that, with respect to any written submission, information or documentary materials, Seller has the right to approve the same (such approval not to be unreasonably withheld, conditioned or delayed)sent; and (ciii) take promptly any where reasonably requested by the Principal Seller and all steps necessary to avoid where permitted by the governmental or eliminate each and every impediment to, and procure as soon as practicable, the fulfilment of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and the obtaining of all other Anti-trust Approvals by no later than 31 December 2010 (the “Outside Date”) or, with respect to any Non-Material Business or Non-Material Group Company, 30 June 2011, including by (i) taking or giving to the competent Governmental Authorities a binding undertaking to take any action that may be necessary or appropriate in order to obtain clearance of the Transaction (including by agreeing to sell, lease, license or otherwise dispose of, or to hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, rights, product lines, licenses, categories of any assets or businesses regulatory body or other operationsperson concerned, or interests therein, of Purchaser or its subsidiaries, including the shares, properties and all other assets to be acquired (directly or indirectly) by Purchaser hereunder, and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, that may be required by any relevant Governmental Authority) or (ii) duly and promptly complying with any condition that any relevant Governmental Authority may impose or require to approve the consummation of the Transaction and that cannot be resisted in accordance with the terms of this Agreement. For the avoidance of doubt, Purchaser shall take any and all actions necessary in order to ensure that (x) no requirement for a waiver, consent or approval of any Governmental Authority with respect to any Competition Laws, (y) no decree, decision, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude consummation of the Transaction allow persons nominated by the Outside Date. 4.2.3 Purchaser shall bear Principal Seller to attend all filing fees and other costs (excluding Seller’s attorneys’ fees) incurred in relation to any Anti-trust Approval. Purchaser shall also bear all costs, penalties and fines resulting from not seeking to obtain Anti-trust Approval in any jurisdiction where it is determined that filing should have taken place, provided that Seller shall be responsible for any such costs, penalties and fines to the extent that information provided by it in connection meetings with the Parties’ analysis of filing obligations in any such jurisdiction was inaccurate and resulted in such costs, penalties and fines. 4.2.4 Without prejudice to Clause 4.2.2, Seller and Purchaser shall: (a) promptly cooperate with and provide all necessary information and assistance required by any Governmental Authority in connection with the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust Approvals, upon being requested to do so by the other Party; and (b) promptly inform the other Party of any communication received from, governmental or given by it to, any Governmental Authority with respect to any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust Approvals. 4.2.5 Notwithstanding the foregoing provisions of this Clause 4.2, except in accordance with Clause 6.5, neither Seller nor any other member of Seller’s Group shall have any obligation to hold separate or divest any assets, rights, product lines, licenses, categories of assets or businesses regulatory bodies or other operationpersons and, or interests thereinwhere appropriate, of Seller or any other member of Seller’s Groupto make oral submissions at such meetings. 4.2.6 Without prejudice to Clauses 4.2.2(c) and 4.2.4, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or any other person challenging the Transaction (or any part thereof), each Party shall co-operate in all respects with the other Party and use its reasonable best efforts to defend, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction (or any part thereof).

Responsibility for Satisfaction. 4.2.1 Save as provided in Clause 4.2.2, each of the Parties The Vendors shall use its reasonable their best efforts to ensure the satisfaction of and the condition set out in Section 4.1.1 as soon as reasonably practicable after the date hereof subject to compliance with all by the directors of the Conditions PrecedentVendors' Guarantor with their fiduciary duties. 4.2.2 Notwithstanding Clause 4.2.1The Vendors' Guarantor shall, Purchaser shall: (a) as soon as practicable, and in any event no later than twenty (20) Business Days reasonably practicable after the Signing Datedate hereof, prepare mail a circular to the shareholders of the Vendors' Guarantor so as to inform them of this Agreement and file with so as to convene the Governmental Authorities general meeting of the notices Vendors' Guarantor referred to in Section 4.1.1 on or before May 15, 1999. 4.2.3 Each of the US Purchaser and applications necessary to (i) satisfy US Vendor will as soon as practicable after the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and (ii) obtain date hereof make all other Anti-trust Approvals, provided that Seller has the right to approve the same (such approval not filings which are required to be unreasonably withheld, conditioned or delayed), and provided further that Seller and Purchaser together file, made with the United States Federal Trade Commission and United States Department of Justice the notification and report form, if any, required for the Transaction any Governmental Authority under the HSR Act; (b) supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority Act in connection with (i) any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 or (ii) any other Anti-trust Approvals, provided thattransactions contemplated by this Agreement. Notwithstanding the foregoing, with respect to any written submissionthe HSR Act, information or documentary materials, Seller has neither the right to approve US Vendor nor the same (such approval not to US Purchaser shall be unreasonably withheld, conditioned or delayed); andrequired to: (c) take promptly any and all steps necessary to avoid or eliminate each and every impediment to, and procure as soon as practicable, the fulfilment of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and the obtaining of all other Anti-trust Approvals by no later than 31 December 2010 (the “Outside Date”) or, with respect to any Non-Material Business or Non-Material Group Company, 30 June 2011, including by (i) taking divest or giving to the competent Governmental Authorities a binding undertaking to take any action that may be necessary or appropriate in order to obtain clearance of the Transaction (including by agreeing to sell, lease, license or otherwise dispose of, or to hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, rights, product lines, licenses, categories any assets including assets of any assets or businesses or other operations, or interests therein, of Purchaser or its subsidiaries, including the shares, properties and all other assets to be acquired (directly or indirectly) by Purchaser hereunder, and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, that may be required by any relevant Governmental Authority) or Affiliate; or (ii) duly and promptly complying with agree to any condition that any relevant Governmental Authority may impose or require to approve the consummation limitation on their respective freedom of the Transaction and that cannot be resisted in accordance with the terms of this Agreement. For the avoidance of doubt, Purchaser shall take any and all actions necessary in order to ensure that (x) no requirement for a waiver, consent or approval of any Governmental Authority action with respect to, or their ability to retain any Competition Laws, of their (yor their Affiliate's) no decree, decision, judgment, injunction, temporary restraining order other assets or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude consummation of the Transaction by the Outside Date. 4.2.3 Purchaser shall bear all filing fees and other costs (excluding Seller’s attorneys’ fees) incurred in relation to any Anti-trust Approval. Purchaser shall also bear all costs, penalties and fines resulting from not seeking to obtain Anti-trust Approval in any jurisdiction where it is determined that filing should have taken place, provided that Seller shall be responsible for any such costs, penalties and fines to the extent that information provided by it in connection with the Parties’ analysis of filing obligations in any such jurisdiction was inaccurate and resulted in such costs, penalties and finesbusinesses. 4.2.4 Without prejudice to Clause 4.2.2, Seller The US Purchaser and Purchaser shall: (a) US Vendor shall promptly cooperate inform each other of all communications with and provide all necessary information and assistance required by any Governmental Authority in connection with the Conditions Precedent condition referred to in Section 4.1.3. 4.2.5 Without limitation to the generality of the provisions set forth in this Section 4.3, all requests and inquiries from any Governmental Authority shall be dealt with by the US Vendor and the US Purchaser in consultation with each other. 4.2.6 The Vendors and the Purchasers shall each use all reasonable commercial efforts to cause the condition set forth in Section 4.1.2 to be satisfied as soon as reasonably practicable. 4.2.7 The Vendors' Guarantor shall promptly give notice to the US Purchaser of the satisfaction of the condition set out in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust ApprovalsSection 4.1.1, upon being requested but not later than the close of business on the day following satisfaction of such condition. 4.2.8 The US Purchaser shall promptly give notice to do so by the other Party; and (b) promptly inform the other Party Vendors' Guarantor of any communication received from, or given by it to, any Governmental Authority with respect to any satisfaction of the Conditions Precedent set out condition in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust ApprovalsSection 4.1.3, but not later than the close of business on the day following the satisfaction of each such condition. 4.2.5 Notwithstanding the foregoing provisions of this Clause 4.2, except in accordance with Clause 6.5, neither Seller nor any other member of Seller’s Group shall have any obligation to hold separate or divest any assets, rights, product lines, licenses, categories of assets or businesses or other operation, or interests therein, of Seller or any other member of Seller’s Group. 4.2.6 Without prejudice to Clauses 4.2.2(c) and 4.2.4, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or any other person challenging the Transaction (or any part thereof), each Party shall co-operate in all respects with the other Party and use its reasonable best efforts to defend, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction (or any part thereof).

Responsibility for Satisfaction. 4.2.1 Save as provided With regard to the conditions set out in Clause 4.2.2Clauses 4.1.1, each of the Parties shall use its reasonable best efforts to ensure satisfaction of 4.1.2 and compliance with all of the Conditions Precedent. 4.2.2 Notwithstanding Clause 4.2.1, Purchaser shall4.1.3 above: (ai) subject to Clause 4.5 the Purchaser shall exercise its best endeavours to, and shall take all steps (including agreeing to any disposals of assets or other conditions or undertakings) to fulfil or procure the fulfilment of such conditions as soon as possible after the date of this Agreement; (ii) the Purchaser shall, in all cases as soon as practicable, and in any event no not later than twenty (20) within 30 Business Days after of the Signing Datedate of this Agreement, prepare submit all filings and file notifications with the Governmental Authorities the notices and applications necessary to (i) satisfy the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and (ii) obtain all other Anti-trust Approvals, provided that Seller has the right to approve the same (such approval not to be unreasonably withheld, conditioned or delayed), and provided further that Seller and Purchaser together file, with the United States Federal Trade Commission and United States Department of Justice the notification and report form, if any, required for the Transaction under the HSR Act; (b) supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority in connection with (i) any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 or (ii) any other Anti-trust Approvals, provided that, with respect to any written submission, information or documentary materials, Seller has the right to approve the same (such approval not to be unreasonably withheld, conditioned or delayed); and (c) take promptly any and all steps necessary to avoid or eliminate each and every impediment to, and procure as soon as practicable, the fulfilment of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and the obtaining of all other Anti-trust Approvals by no later than 31 December 2010 (the “Outside Date”) or, with respect to any Non-Material Business or Non-Material Group Company, 30 June 2011, including by (i) taking or giving to the competent Governmental Authorities a binding undertaking to take any action that may be necessary or appropriate Antimonopoly Office in order to obtain clearance the Antimonopoly Approval and submit all filings and notifications (including the KNF Notifications) with the KNF within 20 Business Days of the Transaction (including by agreeing to sell, lease, license or otherwise dispose of, or to hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets, rights, product lines, licenses, categories of any assets or businesses or other operations, or interests therein, of Purchaser or its subsidiaries, including the shares, properties and all other assets to be acquired (directly or indirectly) by Purchaser hereunder, and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto, that may be required by any relevant Governmental Authority) or (ii) duly and promptly complying with any condition that any relevant Governmental Authority may impose or require to approve the consummation of the Transaction and that cannot be resisted in accordance with the terms date of this Agreement. For the avoidance of doubt, Purchaser shall take any and all actions necessary Agreement in order to ensure obtain the KNF BZ WBK Consent and the KNF Subsidiaries and Affiliates Consents following consultation with each of the Sellers concerning the drafts of such filings and notifications; (iii) each of the Sellers and the Purchaser agree that all requests and enquiries from the Antimonopoly Office or the KNF which relate to the satisfaction of the conditions shall be dealt with by each Seller and the Purchaser in consultation with each other (xincluding the review of draft responses to such requests or inquiries or other communications intended to be filed with the Antimonopoly Office or the KNF) no requirement for a waiver, consent and each Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by the Antimonopoly Office or approval of any Governmental Authority with respect the KNF; (iv) subject to any Competition Laws, (y) no decree, decision, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter applicable laws relating to any antitrust the sharing of information, competition or competition Lawother legal or regulatory restrictions, would preclude consummation of the Transaction by the Outside Date. 4.2.3 Purchaser shall bear all filing fees and other costs (excluding Seller’s attorneys’ fees) incurred in relation to any Anti-trust Approval. Purchaser shall also bear all costs, penalties and fines resulting from not seeking to obtain Anti-trust Approval in any jurisdiction where it is determined that filing should have taken place, provided that Seller shall be responsible for any such costs, penalties and fines to the extent that information provided by it in connection with the Parties’ analysis of filing obligations in any such jurisdiction was inaccurate and resulted in such costs, penalties and fines. 4.2.4 Without prejudice to Clause 4.2.2, Seller and Purchaser shall: (a) promptly cooperate with notify each Seller of any communication the Purchaser receives from the Antimonopoly Office or the KNF in relation to this Agreement and provide all necessary information and assistance required by any Governmental Authority the transaction contemplated in connection with the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and in connection with any other Anti-trust Approvals, upon being requested to do so by the other Partythis Agreement; and (b) promptly inform provide each Seller with copies of all correspondence, filings or communications between the Purchaser or any of its representatives, on the one hand, and the Antimonopoly Office or the KNF, as the case may be, or members of its staff, on the other Party of hand, relating to this Agreement and the transaction contemplated in this Agreement (save that commercially sensitive information contained in any such draft or final communication received from, may be redacted or given by it to, provided to the Sellers’ Lawyers on an external counsel basis only). 4.2.2 Each Seller and the Purchaser undertakes to use their reasonable endeavours to obtain any Governmental Authority with respect to other consents and approvals and make any of the Conditions Precedent set out in Clauses 4.1.1 and 4.1.2 and other notifications that may be required in connection with any other Anti-trust Approvalsthe transaction contemplated in this Agreement. 4.2.5 Notwithstanding the foregoing provisions of this Clause 4.2, except in accordance with Clause 6.5, neither Seller nor any other member of Seller’s Group shall have any obligation to hold separate or divest any assets, rights, product lines, licenses, categories of assets or businesses or other operation, or interests therein, of Seller or any other member of Seller’s Group. 4.2.6 Without prejudice to Clauses 4.2.2(c) and 4.2.4, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or any other person challenging the Transaction (or any part thereof), each Party shall co-operate in all respects with the other Party and use its reasonable best efforts to defend, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the Transaction (or any part thereof).