Common use of Seller and Buyer Clause in Contracts

Seller and Buyer. shall each promptly prepare and file a notification with the Justice Department and the FTC as required by the HSR Act. Seller and Buyer shall cooperate with each other in connection with the preparation of such notification and shall provide the other such information and assistance as the other may reasonably request to complete such notification, and shall provide a copy of such notification to the other prior to filing. Each of Seller and Buyer shall keep confidential all information about the other obtained in connection with the preparation of such notification. Buyer and Seller shall share equally the payment of the filing fee required under the HSR Act. Buyer and Seller shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Body including the Justice Department and the FTC. Buyer and Seller shall use their reasonable efforts to obtain any clearance required under the HSR Act for the Contemplated Transactions in accordance with the terms and conditions hereof. Nothing contained in this Agreement will require or obligate Buyer or its Affiliates to: (a) initiate, pursue or defend any litigation to which any Governmental Body (including the Justice Department and the FTC) is a party; (b) agree to otherwise become subject to any limitations on their, or the Acquired Companies', respective rights effectively to acquire, control or operate their businesses or exercise full rights of ownership of the Business or all or any portion of the Assets; (c) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest themselves of all or any portion of the Business or the business, assets or operations of Buyer or any of its Affiliates, or (d) otherwise take any action which, in the judgment of Buyer, in its sole discretion, would materially and adversely affect the value of the Contemplated Transactions; and no representation, warranty or covenant of Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Buyer or any of its Affiliates to take any of the actions specified in this sentence.

Seller and Buyer. Buyer's Parent and Guarantor shall cooperate with each other and, as promptly as practicable after the date of this Agreement: (i) prepare and file a notification make with any other Governmental Authority having jurisdiction over Seller, Buyer, Buyer's Parent or the Justice Department Zion Assets, all filings required to be made with respect to the transactions contemplated hereby (including those specified above); (ii) effect all applications, notices, petitions and filings and execute all agreements and documents; (iii) use Commercially Reasonable Efforts to obtain the FTC as transfer or reissuance to Buyer of all Permits, Environmental Permits, consents, approvals and authorizations of all Governmental Authorities; and (iv) use Commercially Reasonable Efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of the foregoing clauses (i), (ii) and (iii), necessary or advisable to consummate the transactions contemplated by this Agreement (including the Required Regulatory Approvals) or required by the HSR Actterms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which Seller or Buyer, Buyer's Parent or Guarantor is a party or by which any of them is bound. The Parties shall respond promptly to any requests for additional information made by such agencies, use their respective Commercially Reasonable Efforts to participate in any hearings, settlement proceedings or other proceedings ordered with respect to the applications, and use their respective Commercially Reasonable Efforts to cause regulatory approval to be obtained at the earliest possible date after the date of filing. Except as otherwise provided in Section 6.7.1, the Parties shall equally share costs of the preparation and review of any filing with any Governmental Authority, and the Parties shall equally share the cost of any filing fees or other charges payable to any Governmental Authority in connection therewith. Seller and Buyer shall cooperate with each other have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement which appear in any filing made in connection with the preparation of such notification transactions contemplated hereby and shall provide the other such information and assistance as the other may reasonably request to complete such notification, and shall provide a copy of such notification to the other prior to filing. Each of Seller and Buyer shall keep confidential all information about the other obtained in connection with the preparation of such notification. Buyer and Seller shall share equally the payment of the filing fee required under Party shall consider in good faith any revisions reasonably requested by the HSR Act. Buyer and Seller shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Body including the Justice Department and the FTC. Buyer and Seller shall use their reasonable efforts to obtain any clearance required under the HSR Act for the Contemplated Transactions in accordance with the terms and conditions hereof. Nothing contained in this Agreement will require or obligate Buyer or its Affiliates to: (a) initiate, pursue or defend any litigation to which any Governmental Body (including the Justice Department and the FTC) is a party; (b) agree to otherwise become subject to any limitations on their, or the Acquired Companies', respective rights effectively to acquire, control or operate their businesses or exercise full rights of ownership of the Business or all or any portion of the Assets; (c) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest themselves of all or any portion of the Business or the business, assets or operations of Buyer or any of its Affiliates, or (d) otherwise take any action which, in the judgment of Buyer, in its sole discretion, would materially and adversely affect the value of the Contemplated Transactions; and no representation, warranty or covenant of Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Buyer or any of its Affiliates to take any of the actions specified in this sentencenon-filing Party.

Seller and Buyer. shall each promptly prepare and file on behalf of their agents, representatives and assigns, agree and warrant that they understand and agree that as a notification with material condition of this Agreement, and in exchange for consideration hereunder, the Justice Department negotiations preceding this Agreement and any that may hereafter take place, the contents of the Property Documents and any other documents hereafter disclosed to either Party, any financial information provided to either Party by the other, and the FTC as required existence of this Agreement together with its terms and conditions (collectively, the "CONFIDENTIAL INFORMATION"), are to remain strictly private and confidential to the extent permitted by the HSR Actlaw. Seller and Buyer shall cooperate with each other in connection expressly agree that they will not disclose, request or consent to disclosure or otherwise disseminate the Confidential Information to anyone with the preparation sole exceptions of such notification their attorneys, accountants, lenders or tax preparers, and they shall provide instruct their attorneys, accountants, lenders or tax preparers not to disclose the other Confidential Information to anyone, unless specifically permitted or required by law, and in that event, only such information and assistance as the other may reasonably request law permits or requires to complete such notificationbe disclosed. Seller and Buyer, and on behalf of their agents, representatives and assigns, agree that they shall provide a copy of such notification to the other prior to filing. Each of Seller and Buyer shall keep confidential all information about the other obtained in connection with the preparation of such notification. Buyer and Seller shall share equally the payment of the filing fee required under the HSR Act. Buyer and Seller shall keep each other apprised of the status of not at any communications withtime do anything or take any action or make any statement, and inquiries written or requests for additional information fromoral, any Governmental Body including the Justice Department and the FTC. Buyer and Seller shall use their reasonable efforts to obtain any clearance required under the HSR Act for the Contemplated Transactions in accordance inconsistent with the terms and conditions hereofprovisions of this Agreement. Nothing contained in Seller and Buyer understand that the "lid" on publicity and all other terms hereof will be enforced and that a breach of this Agreement will require make them responsible for all damages occasioned thereby, including, but not limited to, attorney's fees incurred therefrom. Notwithstanding the foregoing, each Party, on or obligate Buyer or its Affiliates to: (a) initiateafter the Closing, pursue or defend any litigation to which any Governmental Body (including may issue a press release generally describing the Justice Department and the FTC) is a party; (b) agree to otherwise become subject to any limitations on their, or the Acquired Companies', respective rights effectively to acquire, control or operate their businesses or exercise full rights of ownership sale and/or acquisition of the Business or all or any portion Property, but the Purchase Price and financial terms of the Assets; (c) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest themselves of all or any portion of the Business or the business, assets or operations of Buyer or any of its Affiliates, or (d) otherwise take any action which, in the judgment of Buyer, in its sole discretion, would materially and adversely affect the value of the Contemplated Transactions; and no representation, warranty or covenant of Buyer contained in this Agreement shall not be breached or deemed breached as a result of the failure by Buyer or any of its Affiliates to take any of the actions specified in this sentencedisclosed.

Seller and Buyer. shall each promptly prepare acknowledge and file a notification with the Justice Department and the FTC as required by the HSR Act. agree that Seller and Buyer shall cooperate with each other in connection with the preparation of such notification and shall provide the other such information and assistance as the other may reasonably request continue to complete such notificationpursue any action, and shall provide a copy of such notification to the other suits or proceedings commenced prior to filingClosing if the party against which Seller has brought such claim is no longer a Tenant in possession of a portion of the Property pursuant to a Lease at the time of Closing. Each If the party against which Seller has brought such claim is a Tenant in possession of Seller and a portion of the Property pursuant to a Lease at the time of Closing, Buyer shall keep confidential all information about will assume from Seller, at the other obtained in connection with the preparation time of such notification. Buyer Closing, and Seller shall share equally discontinue, at the payment time of Closing, the filing fee required under pursuit of such action, suit or proceeding, but only to the HSR Act. Buyer and Seller shall keep each extent that the adjudicating court or other apprised tribunal approves of the status of any communications withsuch discontinuance, if necessary, and inquiries provided that (i) Seller retains the right to all sums recovered from any such Tenant and (ii) Buyer shall pursue such action, suit or requests for additional information from, any Governmental Body including the Justice Department and the FTC. Buyer and Seller shall use their reasonable efforts to obtain any clearance required under the HSR Act for the Contemplated Transactions proceeding in accordance with the terms and conditions hereof. Nothing contained standard set forth in this Agreement will require paragraph below and shall do so at its own cost and expense. The party which is pursuing the claim may not enter into any settlement agreement or obligate Buyer or its Affiliates to: (a) initiate, pursue or defend any litigation otherwise compromise the monetary amounts which would otherwise be due to which any Governmental Body (including the Justice Department and other party under Section 7.2.6 without the FTC) is a party; (b) agree to otherwise become subject to any limitations on their, or the Acquired Companies', respective rights effectively to acquire, control or operate their businesses or exercise full rights of ownership prior written approval of the Business non-pursuing party, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or all proceeding to the extent the applicable court or any portion other tribunal approves such discontinuance, if necessary, pursuant to this Section 7.2.6(j) shall do so in good faith, with reasonable diligence and in the best interest of both Buyer and Seller. The provisions of this Section 7.2.6 shall survive the Assets; Closing for a period of twelve (c12) agree or months from the Closing Date (unless otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwiseexpressly stated), or divest themselves or, if expressly stated, the earlier termination of all or any portion of the Business or the business, assets or operations of Buyer or any of its Affiliates, or (d) otherwise take any action which, in the judgment of Buyer, in its sole discretion, would materially and adversely affect the value of the Contemplated Transactions; and no representation, warranty or covenant of Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Buyer or any of its Affiliates to take any of the actions specified in this sentenceAgreement.