Common use of Antitrust Notifications Clause in Contracts

Antitrust Notifications. (a) As promptly as possible after the date of this Agreement, but in any event within five (5) Business Days following the date of this Agreement, each of Acquiror and Company shall file, or cause its appropriate Affiliate to file, with the Antitrust Authority all notifications required by the HSR Act (the “Antitrust Notifications”) with respect to the transactions contemplated by this Agreement. Acquiror and Seller each shall be responsible for one-half (1/2) of the applicable filing fees required in connection with such Antitrust Notifications. Each of Acquiror and Company shall request, in such Party’s Antitrust Notification filed in accordance with the HSR Act, early termination of the applicable waiting period under the HSR Act. Each of Acquiror and Company agree that, during the term of this Agreement, it will not withdraw any Antitrust Notification without the written consent of the other Party or enter into any timing agreement with any Antitrust Authority without the prior written consent of the other Party. Each of Acquiror and Company shall furnish promptly to the Antitrust Authority and any other requesting Governmental Authority any additional information requested from either of them in connection with such Antitrust Notifications. (b) Subject to applicable Law and all privileges, including the attorney-client privilege, Acquiror and Company shall cooperate fully with each other in connection with the making of all such filings or responses, including providing copies of all such documents to the other Party and its advisors prior to filing or responding and will: (i) furnish to the other Party such necessary information and assistance as the other Party may reasonably request in connection with its preparation of any Antitrust Notifications; (ii) keep the other Party reasonably informed of any communication received by such Party from, or given by such Party to, any Antitrust Authority regarding the contemplated transactions between the Parties, and any communications received or given in connection with any proceeding by a private party regarding the transactions contemplated in this Agreement; (iii) provide copies of any written communications received from or given to any Antitrust Authority, unless prohibited by applicable Law; and (iv) permit the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Antitrust Authority or in connection with any proceeding by a private party related to the HSR Act, or any other antitrust Law, with any other person.

Antitrust Notifications. (a) As promptly as possible after the date of this Agreement, but in any event within five fifteen (515) Business Days following the date of this Agreement, if required by any Law, each of Acquiror Parent and the Company shall file, or cause its appropriate Affiliate to file, file with the Federal Trade Commission (the “FTC”) and the Antitrust Authority all notifications required by Division of the United States Department of Justice a pre-merger notification in accordance with the HSR Act (the “Antitrust Notifications”) with respect to the transactions contemplated by Merger pursuant to this Agreement. Acquiror , and Seller each shall be responsible for one-half (1/2) of the applicable filing fees file an antitrust notification in any other jurisdiction if required in connection with such Antitrust Notificationsby any Law. Each of Acquiror Parent and the Company shall request, in such Partyparty’s Antitrust Notification pre-merger notification filed in accordance with the HSR Act, early termination of the applicable waiting period under the HSR Act. Each of Acquiror Parent and Company agree that, during the term of this Agreement, it will not withdraw any Antitrust Notification without the written consent of the other Party or enter into any timing agreement with any Antitrust Authority without the prior written consent of the other Party. Each of Acquiror and Company shall furnish promptly to the FTC, the Antitrust Authority Division and any other requesting Governmental Authority any additional information requested from by either of them pursuant to the HSR Act or any other antitrust notification in connection with such Antitrust Notifications. (b) filings. Subject to applicable Law and all privileges, including the attorney-client privilege, Acquiror Parent and the Company shall cooperate fully with each other in connection with the making of all such filings or responses, including providing copies of all such documents to the other Party party and its advisors prior to filing or responding responding. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent and will: the Company shall use their respective reasonable best efforts to obtain any necessary approval from any Governmental Authority responsible for merger control, antitrust or competition Law or to prevent the initiation of any lawsuit by any Governmental Authority under any merger control, antitrust or competition Law or to prevent the entry of any decree, judgment, injunction preliminary or permanent, or any order that would otherwise make the Merger unlawful; provided that the foregoing shall not require Parent to: (i) furnish to the other Party such necessary information and assistance as the other Party may reasonably request in connection with its preparation dispose or transfer any material asset, including those of any Antitrust Notifications; Parent, Merger Sub, Company or their respective Affiliates; (ii) keep hold separate any material assets or operations (either before or after the other Party reasonably informed Effective Time) of any communication received by such Party fromParent, Merger Sub, Company or given by such Party to, any Antitrust Authority regarding the contemplated transactions between the Parties, and any communications received their respective Affiliates; or given in connection with any proceeding by a private party regarding the transactions contemplated in this Agreement; (iii) provide copies materially change or modify any course of conduct or otherwise making any written communications received from or given commitment to any Antitrust AuthorityGovernmental Authority regarding future operations of Parent, unless prohibited by applicable Law; and Merger Sub, Company or their respective Affiliates’ business, or (iv) permit the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Antitrust Authority or in connection with any proceeding by a private party related to the HSR Actdefend, contest, or resist any other action or proceeding instituted (or threatened to be instituted) by any Governmental Authority under any merger control, antitrust or competition Law, with any other person.

Antitrust Notifications. (a) As promptly as possible after the date of this Agreement, but in any event within five ten (510) Business Days following the date of this Agreement, if required by any Law, each of Acquiror the Buyer and Company the Seller shall file, or cause its appropriate Affiliate to file, file with the FTC and the Antitrust Authority all notifications required by Division the Notification and Report Form under the HSR Act (the “Antitrust Notifications”) with respect to required for the transactions contemplated by under this Agreement. Acquiror and Seller each shall be responsible for one-half (1/2) Each of the applicable filing fees required in connection with such Antitrust Notifications. Each of Acquiror and Company shall request, in such Party’s Antitrust Notification filed in accordance with the HSR Act, early termination of the applicable waiting period under the HSR Act. Each of Acquiror and Company agree that, during the term of this Agreement, it will not withdraw any Antitrust Notification without the written consent of the other Party or enter into any timing agreement with any Antitrust Authority without the prior written consent of the other Party. Each of Acquiror and Company Parties shall furnish promptly to the FTC, the Antitrust Authority Division and any other requesting Governmental Authority any additional information requested from by either of them pursuant to the HSR Act or any other antitrust notification in connection with such filings. Any such Notification and Report Form and additional information, if any, submitted to the FTC or the Antitrust Notifications. (b) Subject to applicable Law and all privileges, including the attorney-client privilege, Acquiror and Company Division shall cooperate fully with each other be in connection substantial compliance with the making requirements of all such filings or responses, including providing copies the HSR Act. Each of all such documents to the other Party Buyer and its advisors prior to filing or responding and will: (i) the Seller shall furnish to the other Party such necessary information and assistance as the other Party may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act and shall keep the other apprised in a prompt manner of the status and substance of any communications with, and inquiries or requests from, the FTC and the Antitrust NotificationsDivision. (b) All filing fees incurred in connection with any filings in relation to the HSR Act and other applicable competition Laws with respect to the transactions contemplated hereunder shall be paid solely by the Buyer, whether or not such transactions are consummated; provided that if this Agreement is terminated pursuant to Section 9.1(a), Section 9.1(b) or Section 9.1(c) and the Buyer is not in breach of any representation, warranty, covenant or agreement contained in this Agreement at the time of such termination, then the Seller shall reimburse the Buyer in an amount equal to 50% of such fees and expenses. Except with respect to any filing fees, the Seller and Buyer shall each bear its respective costs, including but not limited to attorneys’ fees, incurred in connection with any filings in relation to the HSR Act and other applicable competition Laws with respect to the transactions contemplated hereunder. (c) The Buyer shall use its reasonable best efforts to obtain any necessary approval from any Governmental Authority responsible for merger control, antitrust or competition Law, and to prevent the initiation of any lawsuit under any merger control, antitrust or competition Law, and to prevent the entry of any decree, judgment, injunction, preliminary or permanent, or any order that would otherwise make the transactions contemplated under this Agreement unlawful. If any Action is instituted (or threatened to be instituted) challenging the transactions contemplated by this Agreement as a violation of any merger control, antitrust or competition Law, or if any decree, judgment, injunction or other Order is entered, enforced or attempted to be entered or enforced by a court or other Governmental Authority, which decree, judgment, injunction or other Order would make the transactions contemplated by this Agreement illegal or would otherwise prohibit, prevent, restrict, impair or delay consummation of the transactions contemplated by this Agreement, the Buyer shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any such decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and to have such decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement; provided, however, notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require Buyer, in connection with the receipt of any regulatory approval (including pursuant to the HSR Act) to proffer to, or agree to: (i) sell or hold separate and agree to sell, divest or to discontinue to or limit, before or after the Closing Date, any assets, businesses, or interest in any assets or businesses of Seller or any of its Affiliates or Subsidiaries (or to consent to any sale, or agreement to sell, or discontinuance or limitation by Buyer, as the case may be, of any of its assets or businesses); (ii) keep any material conditions relating to, or material changes or material restrictions in, the other Party reasonably informed operations of any communication received by such Party from, asset or given by such Party to, any Antitrust Authority regarding the contemplated transactions between the Parties, and any communications received or given in connection with any proceeding by a private party regarding the transactions contemplated in this Agreement;businesses; or (iii) provide copies of take any written communications received from or given to any Antitrust Authority, unless prohibited by applicable Law; and (iv) permit the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Antitrust Authority or in connection with any proceeding by a private party related to the HSR Actaction that would, or would be reasonably likely to, impose any other antitrust Lawmaterial cost, with liability or obligation on Buyer or any other personof its Affiliates or Subsidiaries.

Antitrust Notifications. (a) As The Company and Buyer will, as promptly as possible after the date of this Agreement, but in any event within five practicable and no later than ten (510) Business Days following the date of this Agreement, each of Acquiror and Company shall file, or cause its appropriate Affiliate to file, file with the Antitrust Authority all notifications United States Federal Trade Commission and the United States Department of Justice, any notification form required by pursuant to the HSR Act (for the “Antitrust Notifications”) with respect Transactions. In addition, each party agrees to the transactions contemplated by this Agreement. Acquiror and Seller each shall make, cause to be responsible for one-half (1/2) of the applicable filing fees required made, or coopering in connection with such Antitrust Notifications. Each of Acquiror and Company shall request, in such Party’s Antitrust Notification filed in accordance with the HSR Act, early termination of the applicable waiting period under the HSR Act. Each of Acquiror and Company agree that, during the term of this Agreement, it will not withdraw any Antitrust Notification without the written consent of the other Party or enter into any timing agreement with any Antitrust Authority without the prior written consent of the other Party. Each of Acquiror and Company shall furnish promptly to the Antitrust Authority and any other requesting Governmental Authority any additional information requested from either of them in connection with such Antitrust Notifications. (b) Subject to applicable Law and all privileges, including the attorney-client privilege, Acquiror and Company shall cooperate fully with each other in connection with the making of all such filings any filing required under the antitrust or responsescompetition law identified in Schedule 3.21(b) as promptly as practicable following the date of this agreement. To the extent not prohibited by applicable Law, including providing copies each of all such documents to the other Party Company and its advisors prior to filing or responding and will: (i) Buyer will furnish to the other Party each other’s counsel such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under any Antitrust Notifications;Approval and will provide any supplemental information requested by any Governmental Body as promptly as reasonably practicable. Sellers, the Company and Buyer will use reasonable best efforts to comply as promptly as reasonably practicable with any requests made by any Governmental Body for any additional information in connection with such filings. Buyer will be responsible for all filing fees payable in connection with such filings. (b) Subject to the immediately following sentence, the Sellers, the Company and Buyer will use their reasonable best efforts to promptly obtain any Antitrust Approvals for the consummation of the Transactions and will keep each other reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. Buyer will take, and will cause its Affiliates to take, any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the parties to expeditiously close the Transactions, including (i) opposing any motion or action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the consummation of the Transactions, (ii) keep entering into a consent decree, consent agreement or other agreement or arrangement containing Buyer’s or, effective as of or following the other Party reasonably informed Closing, the Company’s agreement to hold separate, license, sell and/or divest (pursuant to such terms as may be required by any Governmental Body) such assets or businesses of Buyer and its Affiliates after the Closing, including, for the avoidance of doubt, the Company and its Subsidiaries (including entering into customary ancillary agreements relating to any communication received by such Party fromsale, divestiture, licensing or given by disposition of such Party to, any Antitrust Authority regarding the contemplated transactions between the Partiesassets or businesses), and any communications received or given in connection with any proceeding by a private party regarding the transactions contemplated in this Agreement; (iii) provide copies agreeing to any such limitations on conduct or actions of members of Buyer and its Affiliates after the Closing, including, for the avoidance of doubt, the Company and its Subsidiaries, as may be required in order to obtain satisfaction of the closing conditions set forth in Section 8.01(a) before the Outside Date (all such actions, “Remedial Actions”). Notwithstanding anything else herein to the contrary, neither the provisions of this Section nor any other provision of this Agreement will be construed to require Buyer of any written communications received from of its Subsidiaries to undertake (or given to request or authorize the Company or any of the Company’s Subsidiaries to undertake) any Remedial Action that would, or would reasonably be expected to, individually or taken together with all other Remedial Actions, result in a Material Adverse Remedial Action. The Company and its Subsidiaries will cooperate with Parent to implement any Remedial Actions, and will agree to any Antitrust AuthorityRemedial Action to the extent and only as directed by Buyer, unless so long as the effectiveness of such Remedial Action is conditioned on the Closing. (c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act or other applicable antitrust or competition laws at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations, in each case, to the extent not prohibited by applicable Law; and (iv) permit . None of the Company, Sellers or Buyer will participate in any meeting or discussion with any Governmental Body with respect to any such filings, applications, investigation or other inquiry without giving the other Party party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of Sellers, Buyer or the Company, will be limited to outside antitrust counsel only). The parties will have the right to review (subject to appropriate redactions for confidentiality and incorporate attorney-client privilege concerns) and approve the content of each other’s presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission. The parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Party’s reasonable comments as “Antitrust Counsel Only Material” or some similar notation agreed by the parties, and such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such counsel to employees, officers or directors of the recipient or its Affiliates unless express permission is obtained in any communication given by it advance from the source of the materials or its legal counsel. Buyer will control and lead all communications and strategy related to any Antitrust Authority filings, analyses, reviews, approvals, consents, submissions, or other dealings with any Governmental Body in connection with any proceeding by a private party related to the Transactions under the HSR ActAct or any applicable antitrust or competition laws. (d) Except as specifically required by this Agreement, Buyer will not take any action, or refrain from taking any action, the effect of which would be to materially delay or impede the ability of the parties to consummate the Transactions. Without limiting the generality of the foregoing, Buyer will not, and will not permit any member of the Buyer Group to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other antitrust Lawmanner), with any other personPerson 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, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any approvals of any Governmental Body necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Body entering an order prohibiting the consummation of the Transactions or (iii) materially delay the consummation of the Transactions.