Filing and Approvals Clause Samples

Filing and Approvals. (a) Purchasers shall make or cause to be made all initial filings and submissions required of Purchasers by no later than November 29, 2019 under any Antitrust Laws applicable in the jurisdiction listed in Schedule 6.3.2(a) applicable to Purchasers for the consummation of the Transactions (the “Required Antitrust Approval”). Each Purchaser shall use commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done all things that are necessary to obtain all consents and approvals required by such filings. Seller shall provide reasonable cooperation to Purchasers in the preparation of any such fillings and other communications. If suit or other action is threatened or instituted by any Governmental Authority or other Person challenging the validity or legality of, or seeking to restrain the consummation of, the Transactions, Purchasers shall use commercially reasonable efforts to avoid, resist, resolve or, if necessary, defend such suit or action. Purchasers shall be responsible for all legal fees (except Seller’s legal adviser’s fees), filing fees and other changes for the filings and submissions by all Parties required under the Antitrust Laws notwithstanding which Party is legally obligated to such fees and charges. (b) In furtherance of Section 6.3.2(a), the Parties shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) use commercially reasonable efforts to cause the waiting periods or other requirements under the Antitrust Laws to terminate or expire at the earliest date. Purchasers (as to Seller) and Seller (as to Purchasers) shall each (A) to the extent reasonably practicable, allow the other Party to review and comment on any and all Antitrust Filings as contemplated by Section 6.3.2(a) or any requests or inquiries as contemplated in this Section 6.3.2(b); (B) promptly share with the other Party any written communication to such Party or its Affiliates from any Governmental Authority and, subject to applicable Law, to the extent reasonably practicable, share with the other Party any proposed material written communication to any of the foregoing (and consider in good faith the views of the other Party in connection therewith); (C) to the extent reasonably practicable, consult with the other Party prior to participating, or permitting its Affiliates to participate, in any material meeting or discussion w...