Common use of Competition Approvals Clause in Contracts

Competition Approvals. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable federal, state or foreign antitrust or fair trade Laws (“Competition Laws”) to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to use its reasonable best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law. Without limiting the generality of the foregoing, Transferor, Parent, Issuer and GPI agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required to consummate the Transactions under Competition Laws (including making all necessary filings for government clearances as soon as practicable as agreed by the parties), to respond to any government requests for information, and to contest, resist and litigate any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal. The parties hereto will consult and cooperate with one another (including by permitting the other parties to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Competition Laws, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities relating to Competition Laws with the Transactions contemplated hereby. Any filing fees required to be paid by the parties hereto under any filing with any Governmental Authority shall be borne one-half by Transferor and one-half by Parent. Notwithstanding anything to the contrary in this Agreement, none of Transferor, Parent, Issuer or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing any assets, Licenses, operations, rights, product lines, business or interests therein of Transferor or Parent or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of Transferor’s, Parent’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein.

Competition Approvals. Subject to the terms and conditions of this Agreement, each of the parties hereto Parties shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable federal, state or foreign antitrust or fair trade Laws (“Competition Laws”) and regulations to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to use its reasonable best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a) does not address any filings required under the IRS Rulings (which is addressed in Section 8.8(b)). Without limiting the generality of the foregoing, TransferorIP, Parent, Issuer UWWH and GPI Spinco agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required to consummate the Transactions under Competition Laws (including making all necessary filings for government clearances as soon as practicable as agreed by the parties)Merger, to respond to any government requests for information, and to contest, contest and resist and litigate any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appealappeal and all available legislative action. The parties hereto Parties will consult and cooperate with one another (including by permitting the other parties party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party in connection with proceedings under or relating to any Competition Lawsfederal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities relating to Competition Laws in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the parties hereto Parties under any filing with any Governmental Authority shall be borne one-half by Transferor IP and one-half by ParentUWWH. Notwithstanding anything to the contrary set forth above in this AgreementSection 8.8(a), none of TransferorUWWH, ParentIP, Issuer Spinco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of Transferor UWWH or Parent IP or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of TransferorUWWH’s, ParentIP’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of UWWH, IP or any of their respective Affiliates.

Competition Approvals. Subject to the terms and conditions of this Agreement, each of the parties hereto Parties shall use its their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable federal, state or foreign antitrust or fair trade Laws (“Competition Laws”) and regulations to consummate and make effective the Transactions, including providing information and using their commercially reasonable best efforts to file or cause to be filed as promptly as practicable after the date of this Agreement its respective filings under the HSR Act to obtain all necessary exemptionsapprovals, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to use its reasonable best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law. Without limiting the generality of the foregoing, TransferorDelta, ParentUltra, Issuer Vector and GPI Kodiak agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable best efforts to to: (a) file a pre-merger notification form with the FTC and DOJ within 10 Business Days of the date of this Agreement; and (b) otherwise obtain any government clearances required to consummate the Transactions under Competition Laws (including making all necessary filings for government clearances as soon as practicable as agreed by the parties)Merger, to respond to any government requests for information, and to contest, contest and resist and litigate any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appealappeal and all available legislative action. The parties hereto Parties will consult and cooperate with one another (including by permitting the other parties party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental AuthorityEntity), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party in connection with proceedings under or relating to any Competition Lawsfederal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities relating to Competition Laws Entities in connection with the Transactions contemplated hereby; provided, however, that proprietary or confidential information, as determined in the filing party’s sole discretion, may be redacted from such filings. Any filing fees required to be paid by the parties hereto Parties under any filing with any Governmental Authority Entity shall be borne one-half 85% by Transferor Delta and one-half 15% by ParentVector and Kodiak. Notwithstanding anything to the contrary set forth above in this AgreementSection 8.9, none of TransferorVector, ParentKodiak, Issuer Delta, Ultra or any of their respective Affiliates will be required to to: (i) offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing Effective Times any assets, Licenses, operations, rights, product lines, business or interests therein of Transferor or Parent Vector, Kodiak, Delta, Ultra or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of TransferorVector’s, ParentKodiak’s, Delta’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of Vector, Kodiak, Delta or any of their respective Affiliates; or (ii) defend through litigation any claim asserted in court by any Governmental Entity in order to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would prevent the Closings from occurring. None of Vector, Kodiak, Delta, Ultra or any of their respective Affiliates will agree to any voluntary extension or delay of any statutory waiting period or withdraw or cause to be withdrawn any filing in connection with any competition approval unless the other parties hereto have given their prior written consent to such extension or delay.

Competition Approvals. Subject (i) The Parties shall, as promptly as practicable, make their respective filings and any other required or requested submissions under the HSR Act, promptly respond to any requests for additional information from the FTC or the DOJ, and cooperate in the preparation of, and coordinate, such filings, submissions and responses (including the exchange of drafts between each Party's outside counsel) so as to reduce the length of any review periods and (ii) subject to the terms and conditions of this Agreement, each of the parties hereto Parties shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable federal, state or foreign antitrust or fair trade Laws (“Competition Laws”) and regulations to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to use its reasonable best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 6.8(a) does not address any filings required under the Communications Act or the IRS Rulings (which are addressed in Section 6.8(b) and Section 6.8(d), respectively). Without limiting the generality of the foregoing, TransferorTWDC, Parent, Issuer Company and GPI Spinco agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances (other than the FCC Consent) required to consummate the Transactions under Competition Laws Merger (including making all necessary filings for through compliance with the HSR Act and any applicable foreign government clearances as soon as practicable as agreed by the partiesreporting requirements), to respond to any government requests (other than by the FCC) for information, and to contest, contest and resist and litigate any Action, and to have vacated, lifted, reversed or overturned any OrderOrder (other than the FCC Consent), that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appealappeal and all available legislative action. The parties hereto Parties will consult and cooperate with one another (including by permitting the other parties to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority)another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party in connection with proceedings under or relating to the HSR Act or any Competition Lawsother federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities relating to Competition Laws (other than the FCC) in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the parties hereto Parties under any filing with any Governmental Authority the HSR Act shall be borne one-half by Transferor Spinco and one-half by Parent. Notwithstanding anything to the contrary in this Agreement, none of Transferor, Parent, Issuer or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing any assets, Licenses, operations, rights, product lines, business or interests therein of Transferor or Parent or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of Transferor’s, Parent’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests thereinCompany.

Competition Approvals. Subject (i) The Parties shall, as promptly as practicable, make their respective filings and any other required or requested submissions under the HSR Act, promptly respond to any requests for additional information from the FTC or the DOJ, and cooperate in the preparation of, and coordinate, such filings, submissions and responses (including the exchange of drafts between each Party’s outside counsel) so as to reduce the length of any review periods and (ii) subject to the terms and conditions of this Agreement, each of the parties hereto Parties shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable federal, state or foreign antitrust or fair trade Laws (“Competition Laws”) and regulations to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to use its reasonable best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 6.8(a) does not address any filings required under the Communications Act or the IRS Rulings (which are addressed in Section 6.8(b) and Section 6.8(d), respectively). Without limiting the generality of the foregoing, TransferorTWDC, Parent, Issuer Company and GPI Spinco agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances (other than the FCC Consent) required to consummate the Transactions under Competition Laws Merger (including making all necessary filings for through compliance with the HSR Act and any applicable foreign government clearances as soon as practicable as agreed by the partiesreporting requirements), to respond to any government requests (other than by the FCC) for information, and to contest, contest and resist and litigate any Action, and to have vacated, lifted, reversed or overturned any OrderOrder (other than the FCC Consent), that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appealappeal and all available legislative action. The parties hereto Parties will consult and cooperate with one another (including by permitting the other parties to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority)another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party in connection with proceedings under or relating to the HSR Act or any Competition Lawsother federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities relating to Competition Laws (other than the FCC) in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the parties hereto Parties under any filing with any Governmental Authority the HSR Act shall be borne one-half by Transferor Spinco and one-half by Parent. Notwithstanding anything to the contrary in this Agreement, none of Transferor, Parent, Issuer or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing any assets, Licenses, operations, rights, product lines, business or interests therein of Transferor or Parent or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of Transferor’s, Parent’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests thereinCompany.

Competition Approvals. Subject to the terms and conditions of this Agreement, each of the parties hereto Parties shall use its their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable federal, state or foreign antitrust or fair trade Laws (“Competition Laws”) and regulations to consummate and make effective the Transactions, including providing information and using their commercially reasonable best efforts to file or cause to be filed as promptly as practicable after the date of this Agreement its respective filings under the HSR Act to obtain all necessary exemptionsapprovals, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to use its reasonable best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law. Without limiting the generality of the foregoing, TransferorCSC, ParentComputer Sciences GS, Issuer SRA and GPI SRA Operating Sub agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable best efforts to to: (a) file a pre-merger notification form with the FTC and DOJ within 10 Business Days of the date of this Agreement; and (b) otherwise obtain any government clearances required to consummate the Transactions under Competition Laws (including making all necessary filings for government clearances as soon as practicable as agreed by the parties)Mergers, to respond to any government requests for information, and to contest, contest and resist and litigate any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appealappeal and all available legislative action. The parties hereto Parties will consult and cooperate with one another (including by permitting the other parties party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental AuthorityEntity), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party in connection with proceedings under or relating to any Competition Lawsfederal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities relating to Competition Laws Entities in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the parties hereto Parties under any filing with any Governmental Authority Entity shall be borne one-half by Transferor CSC and one-half by ParentSRA. Notwithstanding anything to the contrary set forth above in this AgreementSection 7.6, none of TransferorSRA, ParentCSC, Issuer Computer Sciences GS or any of their respective Affiliates will be required to to: (i) offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing First Merger Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of Transferor or Parent SRA, CSC, Computer Sciences GS or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of Transferor’sSRA's, Parent’s CSC's or either of their respective Affiliates’ ' ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of SRA, CSC or any of their respective Affiliates; or (ii) defend through litigation any claim asserted in court by any Governmental Entity in order to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would prevent the Closing from occurring. None of SRA, CSC, Computer Sciences GS or any of their respective Affiliates will agree to any voluntary extension or delay of any statutory waiting period or withdraw or cause to be withdrawn any filing in connection with any competition approval unless the other parties hereto have given their prior written consent to such extension or delay.

Competition Approvals. Subject to In connection with the terms and conditions of transactions contemplated by this Agreement, each of after the date hereof, the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable federal, state or foreign antitrust or fair trade Laws (“Competition Laws”) to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, practicable comply with the notification and to use its reasonable best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law. Without limiting the generality reporting requirements of the foregoingHSR Act and any other similar non-U.S. antitrust or competition laws. The parties shall comply with any additional requests for information, Transferorincluding requests for production of documents and production of witnesses for interviews or depositions, Parent, Issuer by any U.S. or non-U.S. antitrust authority. Sellers and GPI agree, Purchaser Parent shall cooperate with each other and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any government clearances required Governmental Authority in order to satisfy the conditions in Article 7 and to consummate the Transactions under Competition Laws (including making all necessary filings for government clearances as soon as practicable as agreed transactions contemplated by the parties)this Agreement; provided, to respond to any government requests for informationhowever, and to contestthat, resist and litigate any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal. The parties hereto will consult and cooperate with one another (including by permitting the other parties to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Competition Laws, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities relating to Competition Laws with the Transactions contemplated hereby. Any filing fees required to be paid by the parties hereto under any filing with any Governmental Authority shall be borne one-half by Transferor and one-half by Parent. Notwithstanding notwithstanding anything to the contrary in this Agreement, none neither Parent nor any of Transferorits Subsidiaries shall be required to agree to any divestitures, licenses, hold separate arrangements or similar matters (including agreeing to any limitations on the ability of any Purchaser, Purchaser Parent, Issuer or any of their respective Affiliates will be required to offer or agree to sellacquire, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing any assets, Licenses, operations, rights, product lines, business or interests therein of Transferor or Parent or any of their respective Affiliates or agree to make any material changes or restriction onhold, or exercise full rights of ownership of the Finishing Business and the Acquired Assets) in order to obtain approval of the transactions contemplated by this Agreement under applicable competition laws; and provided further that nothing in this Section 6.1(g) shall require any party to commence or participate in litigation. Each party, to the extent permitted by Applicable Law and the appropriate Governmental Authority, shall promptly notify the other impairment parties of Transferor’sany written communication to that party from any Governmental Authority relating to antitrust or competition laws in connection with the transactions contemplated by this Agreement and, Parent’s or either of their respective Affiliates’ ability subject to ownApplicable Law, operate or exercise rights shall cooperate with the other parties in respect connection with all matters contemplated by this Section 6.1(g); provided, however, that information shared among the parties in the course of such assets, Licenses, operations, rights, product lines, business cooperation shall be subject to a confidentiality or interests thereinjoint defense agreement mutually agreed upon by the parties. Purchaser Parent shall pay all filing fees in connection with any filings made by the parties under the HSR Act and any other similar non-U.S. antitrust or competition laws.

Competition Approvals. Subject to the terms and conditions of this Agreement, each of the parties hereto Parties shall use its their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable federal, state or foreign antitrust or fair trade Laws (“Competition Laws”) and regulations to consummate and make effective the Transactions, including providing information and using their commercially reasonable best efforts to file or cause to be filed as promptly as practicable after the date of this Agreement its respective filings under the HSR Act to obtain all necessary exemptionsapprovals, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to use its reasonable best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law. Without limiting the generality of the foregoing, TransferorCSC, ParentComputer Sciences GS, Issuer SRA and GPI SRA Operating Sub agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable best efforts to to: (a) file a pre-merger notification form with the FTC and DOJ within 10 Business Days of the date of this Agreement; and (b) otherwise obtain any government clearances required to consummate the Transactions under Competition Laws (including making all necessary filings for government clearances as soon as practicable as agreed by the parties)Mergers, to respond to any government requests for information, and to contest, contest and resist and litigate any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appealappeal and all available legislative action. The parties hereto Parties will consult and cooperate with one another (including by permitting the other parties party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental AuthorityEntity), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party in connection with proceedings under or relating to any Competition Lawsfederal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities relating to Competition Laws Entities in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the parties hereto Parties under any filing with any Governmental Authority Entity shall be borne one-half by Transferor CSC and one-half by ParentSRA. Notwithstanding anything to the contrary set forth above in this AgreementSection 7.6, none of TransferorSRA, ParentCSC, Issuer Computer Sciences GS or any of their respective Affiliates will be required to to: (i) offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing First Merger Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of Transferor or Parent SRA, CSC, Computer Sciences GS or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of TransferorSRA’s, ParentCSC’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of SRA, CSC or any of their respective Affiliates; or (ii) defend through litigation any claim asserted in court by any Governmental Entity in order to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would prevent the Closing from occurring. None of SRA, CSC, Computer Sciences GS or any of their respective Affiliates will agree to any voluntary extension or delay of any statutory waiting period or withdraw or cause to be withdrawn any filing in connection with any competition approval unless the other parties hereto have given their prior written consent to such extension or delay.