Common use of Antitrust Matters Clause in Contracts

Antitrust Matters. Seller shall (a) produce at the earliest practicable date all documents that may be requested of Seller or its Affiliates by the Federal Trade Commission (“FTC”), the United States Department of Justice (“Justice Department”) or any other Government Entity, in connection with the transactions contemplated by this Agreement, under the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, or the Federal Trade Commission Act, each as amended, or any other federal, state or other statutes, Laws, rules, regulations, orders, decrees, administrative or judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or substantial lessening of competition (collectively, the “Antitrust Laws”), (b) cooperate with Buyer in 31 connection with engaging with the FTC, the Justice Department or any other Government Entity in efforts to obtain regulatory approval of the transactions contemplated by this Agreement, (c) promptly inform Buyer of any material communication made to or received by Seller from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (d) use commercially reasonable efforts to obtain all consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (e) promptly furnish to Buyer such information concerning Seller as Buyer needs to perform its obligations under Section 6.2 of this Agreement. Without limiting the foregoing, Seller shall have no obligation to participate in the defense of an injunction action or other legal proceeding brought under the Antitrust Laws by the FTC, the Justice Department, any other Government Entity, or private party.

Antitrust Matters. Seller Sellers shall (a) produce at the earliest practicable date all documents that may be requested of Seller Sellers or its their Affiliates by the Federal Trade Commission (the “FTC”), the United States Department of Justice (the “Justice Department”) or any other Government Entity, in connection with the transactions contemplated by this Agreement, under the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, or the Federal Trade Commission Act, each as amended, or any other federal, state or other statutes, Lawslaws, rules, regulations, orders, decrees, administrative or judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or substantial lessening of competition (collectively, the “Antitrust Laws”), (b) cooperate with Buyer in 31 connection with engaging with the FTC, the Justice Department or any other Government Entity in efforts to obtain regulatory approval of the transactions contemplated by this Agreement, (c) promptly inform Buyer of any material communication made to or received by Seller Sellers from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (d) use commercially reasonable efforts to obtain all consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (e) promptly furnish to Buyer such information concerning Seller Sellers as Buyer needs to perform its obligations under Section 6.2 of this Agreement. Without limiting the foregoing, Seller Sellers shall have no obligation to participate in the defense of an injunction action or other legal proceeding brought under the Antitrust Laws by the FTC, the Justice Department, any other Government Entity, or private party.

Antitrust Matters. Seller shall (a) produce at the earliest practicable date all documents that may be requested of Seller or its Affiliates by the Federal Trade Commission (“FTC”), the United States Department of Justice (“Justice Department”) or any other Government Entity, in connection with the transactions contemplated by this Agreement, under the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, or the Federal Trade Commission Act, each as amended, or any other federal, state or other statutes, Lawslaws, rules, regulations, orders, decrees, administrative or judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or substantial lessening of competition (collectively, the “Antitrust Laws”), (b) cooperate with Buyer in 31 connection with engaging with the FTC, the Justice Department or any other Government Entity in efforts to obtain regulatory approval of the transactions contemplated by this Agreement, (c) promptly inform Buyer of any material communication made to or received by Seller from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (d) use commercially reasonable efforts to obtain all consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (e) promptly furnish to Buyer such information concerning Seller as Buyer needs to perform its obligations under Section 6.2 of this Agreement. Without limiting the foregoing, Seller shall have no obligation to participate in the defense of an injunction action or other legal proceeding brought under the Antitrust Laws by the FTC, the Justice Department, any other Government Entity, or private party.

Antitrust Matters. Seller Subject to the terms and conditions and limitations set forth in this Agreement, each of the Company and Acquiror agrees to take or cause to be taken the following actions: (i) comply promptly, but in no event later than ten (10) Business Days after the date hereof, with the notification and reporting requirements of the HSR Act and upon the request of the Company use its commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act, (ii) no later than (15) Business Days make such other filings with any similar foreign Antitrust Authority as may be required under any applicable similar foreign law, and exercise commercially reasonable efforts to make such filings promptly after the date hereof, taking into consideration the nature of the requirements of and usual practices under the respective foreign laws and (iii) promptly provide to each and every Antitrust Authority any non-privileged information and documents requested by any Antitrust Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement. (b) take commercially reasonable efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement on antitrust or competition grounds, including, without limitation, the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Antitrust Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions (such claim or proceeding, an “Antitrust Proceeding”). However, notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall the Acquiror or Merger Sub or any of their respective Affiliates be required to (ai) produce at sell, lease, encumber, license or otherwise dispose of, or hold separate pending such disposition of, any asset, right, product line, license, category of assets or business or other operation, or interest therein, of any Person within the earliest practicable date Company Group or the Acquiror or any of its Affiliates; (ii) terminate existing relationships, contractual rights or obligations of the Company, the Blocker Company, or Acquiror or of any of their respective Subsidiaries or Affiliates; (iii) terminate any venture or other arrangement of the Company, the Blocker Company or Acquiror or of any of their respective Subsidiaries or Affiliates; (iv) create any relationship, contractual rights or obligations of the Company, the Blocker Company or Acquiror or of any of their respective Subsidiaries or Affiliates; or (v) effectuate any other change or restructuring of the Company, the Blocker Company or Acquiror or of any of their respective Subsidiaries or Affiliates (and, in each case, to enter into agreements or stipulate to the entry of an Governmental Order or decree or file appropriate applications with any Governmental Authority in connection with any of the foregoing). In addition, no Person within the Company Group may take, or agree to take, any of the foregoing actions with respect to any portion of the business, assets or contracts of any Person within the Company Group without the prior written consent of Acquiror. (c) Each of Acquiror, Merger Sub and the Company will assist and cooperate, and will cause their respective Affiliates to assist and cooperate, with each other party hereto or any Affiliate thereof in preparing and filing any and all documents written communications that are to be submitted to any Governmental Authority in connection with the transactions contemplated hereby and in obtaining any consents, waivers, authorizations or approvals from any Governmental Authority or third party that may be requested of Seller or its Affiliates required to be obtained by the Federal Trade Commission (“FTC”), the United States Department of Justice (“Justice Department”) any party hereto or any Affiliate thereof in connection with the transactions contemplated hereby, which assistance and cooperation will include: (i) reasonably consulting and cooperating with each other, and consider in good faith the view of each other, in connection with any filing, submission, or oral presentation and in connection with any investigation or other Government Entityinquiry; (ii) timely furnishing to any other party hereto or Affiliate thereof all information that counsel to such party or Affiliate thereof reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (iii) promptly providing any other party hereto or Affiliate thereof with copies of all material written communications to or from any Governmental Authority relating to the transactions contemplated by this Agreement; provided, that such copies may be redacted as necessary to address legal privilege or confidentiality concerns, contractual obligations or to comply with applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (iv) keeping the other parties hereto reasonably informed of any material communication received or given to or from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (v) providing the other parties hereto with prior notice of, under the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act consulting in advance of 1976, or the Federal Trade Commission Act, each as amended, or and permitting such other parties to review and incorporate any other federal, state party’s reasonable comments in any material communication conveyed to any Governmental Authority or other statutes, Laws, rules, regulations, orders, decrees, administrative or judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or substantial lessening of competition (collectively, the “Antitrust Laws”), (b) cooperate with Buyer in 31 connection with engaging with any proceeding related to the FTC, the Justice Department HSR Act or under any other Government Entity Law, in efforts to obtain regulatory approval of each case regarding the transactions contemplated by this Agreement, (c) promptly inform Buyer of any material communication made to or received by Seller from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, . (d) use commercially reasonable efforts to obtain all consentsNeither Acquiror nor Merger Sub, approvalson the one hand, exemptionsnor the Company nor Holder Representative, authorizations or waivers necessary or appropriate under on the Antitrust Laws from the FTCother hand, the Justice Department will, and any other Government Entity in order to avoid or terminate any action or proceeding by shall not permit any of them their respective Affiliates to, initiate or participate in, any meeting or substantive communication (whether written or oral, including via emails or conference calls) with any Governmental Authority with respect toto any filings, and to permit the consummation of in the most expeditious manner practicableapplications, investigation, or other inquiry regarding the transactions contemplated by this AgreementAgreement without giving the other parties hereto reasonable prior notice of the meeting or communication and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate in such meeting or communication or to comment on such communication and to incorporate such reasonable comments in such communication (subject to redaction as provided in Section 7.2(c) above). (e) promptly furnish Celestica US agrees that it shall not, and shall not permit Celestica Inc. or any of its Subsidiaries to, directly or indirectly, acquire or agree to Buyer acquire any assets, business or any person, whether by merger, consolidation, purchasing a substantial portion of the assets of or equity in any person, if the entering into of an agreement relating to or the consummation of such information concerning Seller as Buyer needs to perform its obligations under Section 6.2 of this Agreement. Without limiting the foregoingacquisition, Seller shall have no obligation to participate merger, consolidation or purchase would reasonably be expected to: (i) impose any material delay in the defense expiration or termination of an any applicable waiting period or impose any delay in the obtaining of, or increase the risk of not obtaining, any authorization, consent, clearance, approval or order of a Governmental Authority necessary to consummate the contemplated transactions, including any approvals and expiration of waiting periods pursuant to the HSR Act or any other applicable Law; (ii) materially increase the risk of any Governmental Authority entering, or materially increase the risk of not being able to remove or successfully challenge, any permanent, preliminary or temporary injunction action or other legal proceeding brought under order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Antitrust Laws by contemplated transactions; or (iii) otherwise delay or impede the FTC, consummation of the Justice Department, any other Government Entity, or private partycontemplated transactions.

Antitrust Matters. Seller shall (a) produce at Seller and Buyer shall cause to be made all filings required under the earliest practicable HSR Act in connection with or relating to the transactions contemplated by this Agreement within seven (7) Business Days after the date all documents that of this Agreement. (b) Seller and Buyer shall (i) use commercially reasonable efforts to resolve such objections, if any, as may be requested asserted with respect to the transactions contemplated by this Agreement under any antitrust or trade regulatory laws of any Governmental Authority, including the HSR Act ("Antitrust Laws"), and (ii) if any action, suit or proceeding is threatened or instituted challenging this Agreement or the transactions contemplated by this Agreement as being in violation of any Antitrust Law, Seller or its Affiliates and Buyer shall use their respective best efforts to take such action as may be required by the Federal Trade Commission applicable Governmental Authority (“FTC”), including the United States Antitrust Division of the U.S. Department of Justice (“Justice Department”or the U.S. Federal Trade Commission) in order to resolve such objections as such Governmental Authority may have to such transactions under such Antitrust Law or in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Government EntityGovernmental Order that has the effect of adversely affecting or delaying the consummation of the transactions contemplated by this Agreement; provided that such action shall not have a Material Adverse Effect on Seller or Buyer, as the case may be. The entry by any Governmental Authority in connection with any suit brought by a 49 private party or Governmental Authority challenging the transactions contemplated by this Agreement as being in violation of any Antitrust Law of a Governmental Order permitting the transactions contemplated by this Agreement, under the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, or the Federal Trade Commission Act, each as amended, or any other federal, state or other statutes, Laws, rules, regulations, orders, decrees, administrative or judicial doctrines but requiring that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or substantial lessening of competition (collectively, the “Antitrust Laws”), (b) cooperate with Buyer in 31 connection with engaging with the FTC, the Justice Department or any other Government Entity in efforts to obtain regulatory approval of the transactions contemplated by this Agreement, (c) promptly inform Buyer of any material communication made to or received by Seller from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated herebybusinesses, (d) use commercially reasonable efforts to obtain all consentsproduct lines or assets of Buyer, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them Buyer's Affiliates or the Company be divested or held separate, or that would otherwise limit Buyer's freedom of action with respect to, and or its ability to permit the consummation of in the most expeditious manner practicableretain, the transactions contemplated by this AgreementBusiness or any portion thereof or any of Buyer's or its Affiliates' other assets or businesses, and (e) promptly furnish shall not be deemed a failure to Buyer such information concerning Seller as Buyer needs to perform its obligations under satisfy the conditions specified in Section 6.2 of this Agreement. Without limiting the foregoing, Seller shall have no obligation to participate in the defense of an injunction action or other legal proceeding brought under the Antitrust Laws by the FTC, the Justice Department, any other Government Entity, or private party6.4.

Antitrust Matters. Seller shall (a) use reasonable best efforts to file with the Federal Trade Commission (the "FTC") and the United States Department of Justice (the "Justice Department") a Notification and Report Form relating to this Agreement and the transactions contemplated by this Agreement as required by the H▇▇▇-S▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976 ("HSR Act") promptly following the date of this Agreement; (b) produce at the earliest practicable date all documents that may be requested of Seller or its Affiliates by the Federal Trade Commission (“FTC”), the United States Justice Department of Justice (“Justice Department”) or any other Government Entity, in connection with the transactions contemplated by this Agreement, under the ▇S▇▇▇▇▇▇ Act, the ▇C▇▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976HSR Act, or the Federal Trade Commission Act, each as amended, or any other federal, state or other statutes, Lawslaws, rules, regulations, orders, decrees, administrative or judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or substantial lessening of competition (collectively, the “"Antitrust Laws”"), (bc) cooperate with Buyer in 31 connection with engaging with the FTC, the Justice Department or any other Government Entity in efforts to obtain regulatory approval of the transactions contemplated by this Agreement, (cd) promptly inform Buyer B▇▇▇▇ of any material communication made to or received by Seller from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (de) subject to applicable law and to the extent reasonably practicable, permit Buyer to review and comment on any written communication regarding any of the transactions contemplated hereby prior to providing such communication to the FTC, the Justice Department or any other Government Entity, (f) use commercially reasonable best efforts to obtain all consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, (g) to the extent reasonably practicable, not agree to participate, or permit its representatives to participate, in any substantive meeting or discussion with the FTC, the Justice Department, or any other Government Entity in respect of any filings, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with Buyer in advance and, to the extent permitted by such Government Entity and reasonably practicable, gives Buyer the opportunity to attend and participate, and (eh) promptly furnish to Buyer such information concerning Seller as Buyer needs to perform its obligations under Section 6.2 of this Agreement. Without limiting the foregoing, Seller shall have no obligation to (i) participate in the defense of an injunction action or other legal proceeding brought under the Antitrust Laws by the FTC, the Justice Department, any other Government Entity, or private party, or (ii) propose, negotiate, offer to commit to enter into or effect a consent decree imposing any substantive obligations.

Antitrust Matters. Seller shall (a) produce file at the earliest practicable date and no later than thirty (30) days from the date hereof a Premerger Notification and Report Form as required under the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (“HSR Act”) or, in the case of an amendment to the premerger notification rules at 16 C.F.R. part 800 after signing, as soon as reasonably practicable, and (b) promptly submit all additional reports, filings and other documents that may be required or requested of Seller it or its Affiliates by the Federal Trade Commission (“FTC”), the United States Department of Justice (“Justice Department”) ), the North Carolina Department of Justice, or any other Government Entity, in connection with the transactions contemplated by this Agreement, Agreement under the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976HSR Act, or the Federal Trade Commission Act, each as amended, or any other federal, state or other statutes, Laws, rules, regulations, orders, decrees, administrative or judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or substantial lessening restraint of competition trade (collectively, the “Antitrust Laws”). In connection with the foregoing and subject to Section 10.2, Seller shall, and will cause its respective representatives to, (bi) cooperate with Buyer in 31 connection with engaging coordinate with the FTCBuyer concerning all appearances before, and submissions to the FTC and/or the Justice Department or under any Antitrust Law in a manner that protects attorney-client privilege, attorney work product, and any other Government Entity in efforts to obtain regulatory approval of applicable privilege; (ii) comply at the transactions contemplated by this Agreement, (c) promptly inform Buyer of earliest practicable date with any material communication made to or request received by Seller or any of its Affiliates from the FTC, the Justice Department or any other Government Entity regarding under any of applicable Antitrust Laws for additional information concerning the transactions contemplated hereby, by this Agreement; (diii) use commercially reasonable efforts to obtain all consents, approvals, exemptions, authorizations or waivers necessary or appropriate cooperate with Buyer in connection with any such submission under the applicable Antitrust Laws from with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department and or any other Government Entity pursuant to any applicable Antitrust Laws, in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, each case regarding the transactions contemplated by this AgreementAgreement and in a manner that protects attorney-client privilege, attorney work product, and any other applicable privilege; (eiv) permit the Buyer to review and incorporate reasonable comments in any communication given by Seller to any Government Entity regarding the transactions contemplated by this Agreement and in a manner that protects attorney-client, attorney work product and any other applicable privilege and, as advisable limited to each party’s outside antitrust counsel; (v) promptly furnish inform ▇▇▇▇▇ of any communication made to Buyer such information concerning or received by Seller as Buyer needs to perform its obligations under Section 6.2 of this Agreement. Without limiting the foregoing, Seller shall have no obligation to participate in the defense of an injunction action or other legal proceeding brought under the Antitrust Laws by the FTC, the Justice Department, any other Government Entity, or private party.from the

Antitrust Matters. Pursuant to 15 U.S.C. § 18a(c)(4) and Ala. Code 1975, § 22-21-318(c)(2), Seller shall (a) produce at the earliest practicable date all documents that may be requested of Seller or and its Affiliates by are not required to submit any reports, filings or other documents to the Federal Trade Commission (“FTC”), the United States Department of Justice (“Justice Department”) ), or any other Government Entity, in connection with the transactions contemplated by this Agreement, Agreement under the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇▇▇▇ Act, the ▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Antirust Improvements Act of 19761976 (the “HSR Act”), or the Federal Trade Commission Act, each as amended, or any other federal, state or other statutes, Laws, rules, regulations, orders, decrees, administrative or judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or substantial lessening restraint of competition trade (collectively, the “Antitrust Laws”). Notwithstanding the foregoing, Buyer may, in its discretion and after having consulted with Seller, engage with the FTC, the Justice Department and/or the Alabama Attorney General, and in connection with the foregoing, Seller shall, and will cause its respective representatives to, (a) coordinate with Buyer concerning all appearances before, and submissions to the FTC, the Justice Department and/or the 34 Alabama Attorney General in a manner that protects attorney-client privilege, attorney work product, and any other applicable privilege; (b) cooperate with Buyer in 31 connection with engaging any such submission under applicable Antitrust Laws with respect to the transactions contemplated by this Agreement and in connection with resolving any investigation or other inquiry concerning such transactions that is commenced by any of the FTC, the Justice Department or any other Government Entity pursuant to any applicable Antitrust Laws, in efforts to obtain regulatory approval of each case regarding the transactions contemplated by this AgreementAgreement and in a manner that protects attorney-client privilege, attorney work product, and any other applicable privilege; (c) permit Buyer to review and incorporate reasonable comments in any communication given by Seller to any Government Entity regarding the transactions contemplated by this Agreement and in a manner that protects attorney-client, attorney work product and any other applicable privilege and, as advisable limited to each party’s outside antitrust counsel; (d) promptly inform Buyer ▇▇▇▇▇ of any material communication made to or received by Seller from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, ; (de) use commercially reasonable efforts to obtain all licenses, permits, consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and or any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, ; and (ef) promptly furnish to Buyer such information concerning Seller as Buyer needs to perform its obligations under Section 6.2 of this Agreement. Without limiting the foregoingSeller agrees that it shall not, Seller and shall have no obligation to not permit any of its representatives to, participate in the defense of an injunction action or other legal proceeding brought under the Antitrust Laws by the FTC, the Justice Department, any other in-person meeting with any Government Entity, the primary purpose of which is to discuss any filings, submissions, applications, investigation, or private other inquiry regarding the transactions contemplated hereby, without giving Buyer reasonable prior notice of the meeting and, to the extent not prohibited by the relevant Government Entity, the opportunity to attend and participate (which, at the request of either party, may be limited to outside counsel).