Common use of Consent Decree Clause in Contracts

Consent Decree. Buyer acknowledges that the conditions to the consummation of the transactions contemplated by this Agreement may not be satisfied or waived at the Effective Time (as defined in the Merger Agreement) and that the Consent Decree effectively requires Parent in connection with the consummation of the Merger to transfer the Shares to a Person to hold the Shares following the Effective Time for the primary purpose of disposing of the Shares (a "Permitted Shares Transferee"). Buyer agrees that Seller may, subject to Section 10.4, assign title to the Shares to a Permitted Shares Transferee in accordance with the terms of the Consent Decree. Buyer acknowledges that it has been provided with a copy of the Consent Decree and agrees to be bound by the provisions of Section X thereof as if Buyer were a "defendant" therein. Buyer agrees that, notwithstanding anything else in this Agreement to the contrary, to the extent Seller, the Companies or their Subsidiaries are required to take or forbear from taking, any action in connection with the requirements of the Consent Decree or to avoid acting in violation of the Consent Decree, and such action or forbearance would otherwise violate this Agreement, such action or forbearance shall not be deemed to constitute a violation of this Agreement for any purpose other than Article VII.

Consent Decree. Buyer acknowledges that Seller is selling the conditions Purchased Assets to Buyer pursuant to the consummation of the transactions contemplated by this Agreement may not be satisfied or waived at the Effective Time (as defined in the Merger Agreement) Consent Decree and that the Consent Decree effectively requires Parent imposes certain obligations on Seller and Buyer in connection with such sale. Accordingly, the consummation of the Merger to transfer the Shares to a Person to hold the Shares following the Effective Time for the primary purpose of disposing of the Shares (a "Permitted Shares Transferee"). Buyer agrees that Seller mayparties hereto hereby agree as follows, subject to Section 10.4, assign title notwithstanding any other provision to the Shares contrary in any Acquisition Agreement: (a) Without limiting Sections 7.4 and 8.4 hereof, it shall be a condition to a Permitted Shares Transferee in accordance with the terms of the Consent Decree. Buyer acknowledges that it has been provided with a copy of the Consent Decree and agrees to be bound by the provisions of Section X thereof as if Buyer were a "defendant" therein. Buyer agrees that, notwithstanding anything else in parties' respective obligations under this Agreement that the DOJ and DOD, pursuant to the contrary, to the extent Seller, the Companies or their Subsidiaries are required to take or forbear from taking, any action in connection with the requirements of the Consent Decree or to avoid acting in violation of the Consent Decree, shall have approved Buyer's purchase of the Purchased Assets hereunder. The aforesaid condition may not be waived by either party. (b) Buyer shall comply with the Consent Decree to the extent applicable to Buyer as the purchaser of the Purchased Assets. (c) Buyer shall reasonably cooperate with Seller in seeking the requisite approval of the DOJ and DOD referred to in paragraph (a) above, including, without limitation, (i) taking all action reasonably requested by Seller in order to facilitate and/or expedite such action approval and (ii) providing the DOJ and DOD with all information they may request in connection therewith. (d) Neither the Consent Decree nor the Hold Separate Order, nor any events or forbearance would otherwise violate this Agreementcircumstances arising thereunder or any actions taken in accordance therewith, such action or forbearance shall not (i) be deemed to have a Material Adverse Effect or (ii) constitute a violation breach by Seller of this any of its agreements, representations or warranties contained in any Acquisition Agreement for any purpose other than Article VII(including, without limitation, Sections 3.14 and 5.2 hereof).