Common use of Filing Under Antitrust Laws Clause in Contracts

Filing Under Antitrust Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall, to the extent required, file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten Business Days. Each of Parent and the Company shall (A) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause to be supplied) any additional information that may be required or requested by the FTC, the DOJ or any other Governmental Authority; and (D) use (and cause their Affiliates to use) reasonable best efforts to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to this Agreement or the Merger; and (2) obtain any required consents pursuant to any Antitrust Laws applicable to this Agreement or the Merger, in each case as promptly as practicable and in any event prior to the Termination Date, including requesting early termination of the HSR waiting period. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If a Party or any of its Affiliates receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger, then such Party shall make (or cause to be made), as promptly as practicable and after consultation with the other Parties, an appropriate response to such request.

Filing Under Antitrust Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, The Purchaser and the Company will (i) cooperate and its Affiliates, if applicable), on coordinate with the other hand, shall, to the extent required, file in determining whether any filings are required by applicable Antitrust Laws in connection with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten Business Days. Each of Parent and the Company shall Transaction, (Aii) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filingsany required filings with any Governmental Authority as are required by applicable Antitrust Laws in connection with the Transaction; (Biii) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (Civ) supply (or cause to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other Governmental Authorityapplicable jurisdiction in which any such filing is made; and (Dv) use (and cause their Affiliates to use) reasonable best efforts to take all action necessary, proper or advisable to (1A) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws (to the extent applicable to this Agreement or the MergerTransaction); and (2B) obtain any required consents pursuant to any HSR Act or Antitrust Laws (to the extent applicable to this Agreement or the MergerTransaction), in each case as promptly as practicable and in any event prior to the Termination Date, including requesting early termination of the HSR waiting periodreasonably practicable. Each of Parent and Merger Sub shall The Purchaser (and shall cause their respective Affiliates toits Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall will promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger Transaction in connection with such filings. If a either Party or any of its Affiliates Affiliate thereof receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger Transaction pursuant to the HSR Act or any other Antitrust Laws Law applicable to the MergerTransaction, then such Party shall will make (or cause to be made), as promptly as practicable and after consultation with the other Parties, an appropriate response to such request; provided that neither Party may extend any waiting period or enter into any agreement or understanding with any Governmental Authority without the permission of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

Filing Under Antitrust Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates toAffiliates, if applicable), on the one hand, and the Company shall (and shall cause its Affiliates, if applicable), on the other hand, shall, to the extent required, file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten 20 Business DaysDays following the date of this Agreement, the filing fee to be split equally between Parent and Merger Sub, on the one hand, and the Company, on the other hand. Each of Parent and the Company shall (Ai) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (Bii) supply the other (or shall cause the other to be supplied) with any information that may be required in order to make such filings; and (Ciii) supply (or shall cause to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other Governmental Authority; and (D) use (and cause their Affiliates to use) reasonable best efforts to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and jurisdiction in which any other Antitrust Laws applicable to this Agreement or the Merger; and (2) obtain any required consents pursuant to any Antitrust Laws applicable to this Agreement or the Merger, in each case as promptly as practicable and in any event prior to the Termination Date, including requesting early termination of the HSR waiting periodsuch filing is made. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, and the Company shall (and shall cause its Affiliates, if applicableAffiliates to), on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If a any Party or any of its Affiliates Affiliate thereof receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger, then such Party shall make (or shall cause to be made), as promptly soon as reasonably practicable and after consultation with the other Parties, an appropriate response to such request; provided, however, that no Party may extend any waiting period or enter into any agreement or understanding with any Governmental Authority without the permission of the other Parties, which shall not be unreasonably conditioned, withheld or delayed.

Filing Under Antitrust Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall, to the extent required, file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten Business Days. Each of Parent Purchaser and the Company shall (Ai) cooperate and coordinate with the other in determining whether any filings are required by applicable Antitrust Laws in connection with the Casdin Transaction and, solely after the Closing and upon written notice by Purchaser to the Company, the conversion of Series B-1 Preferred Stock into Company Common Stock (the “Series B-1 Conversion”), (ii) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filingsany required filings with any Governmental Authority as are required by applicable Antitrust Laws in connection with the Casdin Transaction and the Series B-1 Conversion; (Biii) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (Civ) supply (or cause to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other Governmental Authorityapplicable jurisdiction in which any such filing is made; and (Dv) use (and cause their Affiliates to use) reasonable best efforts to take all action necessary, proper or advisable to (1A) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws (to the extent applicable to this Agreement Agreement, the Casdin Transaction or the Merger; Series B-1 Conversion (as applicable)) and (2B) obtain any required consents pursuant to any HSR Act or Antitrust Laws (to the extent applicable to this Agreement Agreement, the Casdin Transaction or the MergerSeries B-1 Conversion (as applicable)), in each case as promptly as practicable and in any event prior to the Termination Date, including requesting early termination of the HSR waiting periodreasonably practicable. Each of Parent and Merger Sub shall Purchaser (and shall cause their respective Affiliates toits Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger Casdin Transaction and the Series B-1 Conversion (as applicable) in connection with such filings. If a either Party or any of its Affiliates Affiliate thereof receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger Casdin Transaction or the Series B-1 Conversion pursuant to the HSR Act or any other Antitrust Laws Law applicable to the MergerCasdin Transaction or the Series B-1 Conversion (respectively), then such Party shall make (or cause to be made), as promptly as practicable and after consultation with the other Parties, an appropriate response to such request; provided, that neither Party may extend any waiting period or enter or propose to enter into any agreement, commitment or understanding with any Governmental Authority without the permission of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

Filing Under Antitrust Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, The Investor and the Company will (i) cooperate and its Affiliates, if applicable), on coordinate with the other hand, shall, to the extent required, file in determining whether any filings are required by applicable Antitrust Laws in connection with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten Business Days. Each of Parent and the Company shall Transaction; (Aii) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filingsany required filings with any Governmental Authority (if any) as are required by applicable Antitrust Laws in connection with the Transaction; (Biii) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (Civ) supply (or cause to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or Governmental Authorities of any other Governmental Authorityapplicable jurisdiction in which any such filing is made; and (Dv) use (and cause their Affiliates to use) reasonable best efforts to take all action necessary, proper or advisable to (1A) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws (to the extent applicable to this Agreement or the MergerTransaction); and (2B) obtain any required consents pursuant to any Antitrust Laws (to the extent applicable to this Agreement or the MergerTransaction), in each case as promptly as practicable and in any event prior to the Termination Date, including requesting early termination of the HSR waiting periodreasonably practicable. Each of Parent and Merger Sub shall The Investor (and shall cause their respective Affiliates toits Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall will promptly inform the other of any substantive material communication from any Governmental Authority regarding the Merger Transaction in connection with such filings. If a either Party or any of its Affiliates Affiliate thereof receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger Transaction pursuant to the HSR Act or any other Antitrust Laws applicable to the MergerTransaction, then such Party shall will make (or cause to be made), as promptly as practicable and after consultation with the other PartiesParty, an appropriate response to such request.; provided that neither Party may extend any waiting period or enter into any agreement or understanding with any Governmental Authority without the permission of the other Party, which shall not be unreasonably withheld, conditioned or delayed. 45

Filing Under Antitrust Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable)Sub, on the one hand, and the Company (and its Affiliates, if applicable)Subsidiaries, on the other hand, shall, will (i) file (or cause to the extent required, file be filed) with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten (10) Business Days following the date of this Agreement; and (ii) as promptly as practicable following the date of this Agreement (and in any event within twenty (20) Business Days, except as set forth in Section 6.2(a) of the Company Disclosure Letter) file (or cause to be filed) such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any Governmental Authority set forth on Section 7.1(b) of the Company Disclosure Letter. Each of Parent and the Company shall will use reasonable best efforts to (A) cooperate and coordinate (and shall and, in the case of the Company, cause its respective Affiliates to to, and, in the case of Parent, procure that its controlling Persons, cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or any other the Governmental AuthorityAuthorities set forth on Section 7.1(b) of the Company Disclosure Letter; and (D) use (and cause their Affiliates to use) reasonable best efforts take all action necessary, proper or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to this Agreement or the Merger; and (2) obtain any required consents pursuant to any Antitrust Laws applicable to this Agreement or the MergerMerger and set forth on Section 7.1(b) of the Company Disclosure Letter, in each case as promptly soon as practicable and in any event prior to the Termination Date, including requesting early termination of the HSR waiting periodpracticable. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates tocontrolling Persons, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall will promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If a any Party or any of its Affiliates receives any comments Affiliate thereof receives, directly or indirectly, a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger, then such Party shall will make (or cause to be made), as promptly soon as reasonably practicable and after consultation with the other Parties, an appropriate response to such request; provided that neither Party may extend any waiting period or enter into any agreement or understanding with any Governmental Authority with respect to the foregoing matters without the prior written approval of the other Party, which shall not be unreasonably delayed, conditioned or withheld. Any fees and expenses (other than the attorney’s, advisor’s and agent’s fees) payable under the filings, notifications, submissions, registrations and declarations with Governmental Authorities relating to this Agreement or the Merger shall be borne equally by the Company and Parent (and each of the Company and Parent shall make such equal payment on the date that such filing is made).

Filing Under Antitrust Laws. Each of Parent and Merger Sub shall (shall, and shall cause each of their respective Affiliates to, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall, to the extent required, (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten Business DaysDays following the date of this Agreement; and (ii) as promptly as practicable following the date of this Agreement, file such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any Governmental Authority as are required by other applicable Antitrust Laws in connection with the Merger in accordance with Schedule 6.2(a) (the Governmental Authorities in clauses (i) and (ii), collectively, the “Antitrust Authorities”). Each of Parent and the Company shall, and solely for the purposes of the following clauses (A) through (C), shall cause each of their respective Affiliates to (A) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause to be supplied) any additional information that may be required or reasonably requested by the FTC, the DOJ or any other Governmental AuthorityAntitrust Authorities; and (D) use (and cause their Affiliates to use) reasonable best efforts take all action necessary, proper or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to this Agreement or the Merger; and (2) obtain any required consents pursuant to any HSR Act or Antitrust Laws applicable to this Agreement or the Merger, in each case as promptly as practicable and and, in any event event, prior to the Termination Date, including requesting early termination of the HSR waiting period. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable)shall, on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall promptly inform the other of any substantive communication from any Governmental Antitrust Authority regarding the Merger in connection with such filingsMerger. If a Party or any of its Affiliates receives any comments or a request for additional information or documentary material from any Governmental Antitrust Authority with respect to the Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger, then such Party shall make (or cause to be made), as promptly as practicable and after consultation with the other Parties, an appropriate response to such request; provided that no Party may extend any waiting period or enter into any agreement or understanding with any Antitrust Authority without the permission of the other Parties, which shall not be unreasonably withheld, conditioned or delayed; provided, further, Parent may, with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), withdraw the Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act one or more times and shall refile on a date agreed upon between outside counsel for Parent and the Company.

Filing Under Antitrust Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall, to the extent required, (i) within fifteen (15) days following the date of this Agreement, file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten Business DaysAct; and (ii) as promptly as practicable, file such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any Governmental Authority as are required by other applicable Antitrust Laws set forth in Section 7.1(b) of the Company Disclosure Letter (the “Other Applicable Antitrust Laws”) in connection with the Merger. Each of Parent and the Company shall (A) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause to be supplied) as promptly as practicable any additional information that may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other Governmental Authorityapplicable jurisdiction in which any such filing is made; and (D) use take (and cause their Affiliates to usetake) reasonable best efforts all action reasonably necessary, proper or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Other Applicable Antitrust Laws applicable to this Agreement or the Merger; and (2) obtain any required consents all clearances, consents, approvals, waivers, actions, non-actions and other authorizations pursuant to any Other Applicable Antitrust Laws applicable to this Agreement or the Merger, in each case as promptly as practicable and in any event at least five (5) Business Days prior to the Termination Date, including requesting early termination of the HSR waiting period. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If a Party or any of its Affiliates receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other Other Applicable Antitrust Laws applicable to the Merger, then such Party shall make (or cause to be made), as promptly as practicable and after consultation with the other Parties, an appropriate response to such request; provided, that no Party may extend any waiting period or enter into any agreement or understanding with any Governmental Authority without the permission of the other Parties, which shall not be unreasonably withheld, conditioned or delayed; provided, further, Parent may, with the consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), withdraw the Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act one or more times and shall refile on a date agreed upon between outside counsel for Parent and the Company.

Filing Under Antitrust Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates toAffiliates, if applicable), on the one hand, and the Company shall (and shall cause its Affiliates, if applicable), on the other hand, shall, to the extent required, (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten (10) Business DaysDays following the date of this Agreement; and (ii) as promptly as practicable following the date of this Agreement, file such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any Governmental Authority as are required by other applicable Antitrust Laws in connection with the Merger. Each of Parent and the Company shall (A) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or shall cause the other to be supplied) with any information that may be required in order to make such filings; and (C) supply (or shall cause to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other Governmental Authority; and (D) use (and cause their Affiliates to use) reasonable best efforts to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and jurisdiction in which any other Antitrust Laws applicable to this Agreement or the Merger; and (2) obtain any required consents pursuant to any Antitrust Laws applicable to this Agreement or the Merger, in each case as promptly as practicable and in any event prior to the Termination Date, including requesting early termination of the HSR waiting periodsuch filing is made. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates to, if applicable), on the one hand, and the Company shall (and shall cause its Affiliates, if applicableAffiliates to), on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If a any Party or any of its Affiliates Affiliate thereof receives any comments or a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger, then such Party shall make (or shall cause to be made), as promptly soon as reasonably practicable and after consultation with the other Parties, an appropriate response to such request; provided, however, that no Party may extend any waiting period or enter into any agreement or understanding with any Governmental Authority without the permission of the other Parties, which shall not be unreasonably conditioned, withheld or delayed.

Filing Under Antitrust Laws. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates towill procure that its controlling Persons, if applicable), on the one hand, and the Company (and its Affiliates, if applicable)Subsidiaries, on the other hand, shall, will (i) file (or cause to the extent required, file be filed) with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten 10 Business DaysDays following the date of this Agreement; and (ii) as promptly as practicable following the date of this Agreement file (or cause to be filed) such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any Governmental Authority set forth on Section 7.1(b) of the Company Disclosure Letter. Each of Parent and the Company shall will use reasonable efforts to (A) cooperate and coordinate (and shall and, in the case of the Company, cause its respective Affiliates to to, and, in the case of Parent, procure that its controlling Persons, cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or any other the Governmental AuthorityAuthorities set forth on Section 7.1(b) of the Company Disclosure Letter; and (D) use (and cause their Affiliates to use) reasonable best efforts take all action necessary, proper or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to this Agreement or the Merger; and (2) obtain any required consents pursuant to any Antitrust Laws applicable to this Agreement or the MergerMerger and set forth on Section 7.1(b) of the Company Disclosure Letter, in each case as promptly soon as practicable and in any event prior to the Termination Date, including requesting early termination of the HSR waiting periodpracticable. Each of Parent and Merger Sub shall (and shall cause their respective Affiliates tocontrolling Persons, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall will promptly inform the other of any substantive communication from any Governmental Authority regarding the Merger in connection with such filings. If a any Party or any of its Affiliates receives any comments Affiliate thereof receives, directly or indirectly, a request for additional information or documentary material from any Governmental Authority with respect to the Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the MergerMerger and set forth on Section 7.1(b) of the Company Disclosure Letter, then such Party shall will make (or cause to be made), as promptly soon as reasonably practicable and after consultation with the other Parties, an appropriate response to such request; provided that neither Party may extend any waiting period or enter into any agreement or understanding with any Governmental Authority with respect to the foregoing matters without the prior written approval of the other Party, which shall not be unreasonably delayed, conditioned or withheld.