Common use of Filings and Authorizations Clause in Contracts

Filings and Authorizations. Sellers and Buyer have filed or supplied or will, as promptly as practicable, file or supply, or cause to be filed or supplied, all notifications and information required to be filed or supplied pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT") and, if necessary, any other Competition Laws, in connection with the transactions contemplated by this Agreement. As promptly as practicable, (a) Sellers and Buyer will make, or cause to be made, all such other filings and submissions under laws, rules and regulations applicable to them, or to their Subsidiaries and Affiliates, as may be required for them to consummate the transactions contemplated hereby in accordance with the terms of this Agreement, and (b) Buyer will use commercially reasonable efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Governmental Authorities necessary to be obtained by them, or their Affiliates, in order for them so to consummate such transactions. Notwithstanding anything in this Agreement to the contrary, including, without limitation clause (b) above, Buyer covenants that it will, or will cause its Affiliates to, take all actions necessary, including any divestiture or hold separate agreements, to obtain all regulatory clearances, authorizations, waivers, consents and approvals from Governmental Authorities with respect to Competition Laws, provided that nothing herein shall be construed to require Buyer or its Affiliates to dispose of or hold separate business or product lines which generated annual gross sales for the year ended December 31, 1996 in excess of twenty percent (20%) of the gross sales of the Business for the year ended December 31, 1996. Subject to the foregoing, each party hereto shall (x) use its reasonable efforts to prevent the entry into a judicial or administrative proceeding brought under any antitrust law by any Governmental Authority with jurisdiction over enforcement of any applicable Competition Law or any other party of any preliminary injunction or other order that would make consummation of the purchase of the Shares and the Assets in accordance with the terms of this Agreement unlawful or would prevent or delay it (including defending any litigation that could result in the entry of such injunction or order); and (y) take promptly, in the event that such an injunction or order has been issued in such a proceeding, all steps reasonably necessary to prosecute an appeal of such injunction or order; provided, however, that neither Sellers nor Buyer shall be required to undertake more than one such appeal.

Filings and Authorizations. Sellers (a) Each of Parent and Buyer have filed or supplied or will, as promptly as practicable, file or supply, the Company shall: (i) make or cause to be filed made the filings required of such party under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, but in no event later than twenty (20) Business Days after the Execution Date (such deadline being subject to the Parties’ commercially reasonable cooperation as required by this Section 5.4); (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or suppliedother materials received by such party from the United States Federal Trade Commission or the United States Department of Justice or any other Governmental Authority in respect of such filings or such transactions; and (iii) subject to Section 5.4(d), cooperate in a commercially reasonable manner with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any Antitrust Laws with respect to any such filing or any such transaction. To the extent not prohibited by applicable Laws, each party to this Agreement shall use all notifications and commercially reasonable efforts to furnish to each other all information required for any application or other filing to be filed or supplied made pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT") and, if necessary, any other Competition Laws, applicable Laws in connection with the transactions contemplated by Merger. Each party to this Agreement. As promptly as practicable, (a) Sellers and Buyer will make, or cause to be made, all such Agreement shall give the other filings and submissions under laws, rules and regulations applicable to them, or to their Subsidiaries and Affiliates, as may be required for them to consummate the transactions contemplated hereby in accordance with the terms party reasonable prior notice of this Agreementany communication with, and (b) Buyer will use commercially reasonable efforts to obtainany proposed understanding, undertaking or cause to be obtainedagreement with, all authorizations, approvals, consents and waivers from all Governmental Authorities necessary to be obtained by them, or their Affiliates, in order for them so to consummate such transactions. Notwithstanding anything in this Agreement to the contrary, including, without limitation clause (b) above, Buyer covenants that it will, or will cause its Affiliates to, take all actions necessary, including any divestiture or hold separate agreements, to obtain all regulatory clearances, authorizations, waivers, consents and approvals from Governmental Authorities with respect to Competition Laws, provided that nothing herein shall be construed to require Buyer or its Affiliates to dispose of or hold separate business or product lines which generated annual gross sales for the year ended December 31, 1996 in excess of twenty percent (20%) of the gross sales of the Business for the year ended December 31, 1996. Subject to the foregoing, each party hereto shall (x) use its reasonable efforts to prevent the entry into a judicial or administrative proceeding brought under any antitrust law by any Governmental Authority regarding any such filings or any such transaction. None of the Parties to this Agreement shall independently participate in any meeting, or engage in any substantive conversation, with jurisdiction over enforcement any Governmental Authority in respect of any applicable Competition Law such filings, investigation or any other inquiry without giving the other party of any preliminary injunction or other order that would make consummation prior notice of the purchase of meeting or conversation and, unless prohibited by such Governmental Authority, the Shares and the Assets in accordance with the terms of this Agreement unlawful opportunity to attend or would prevent or delay it (including defending any litigation that could result in the entry of such injunction or order); and (y) take promptly, in the event that such an injunction or order has been issued in such a proceeding, all steps reasonably necessary to prosecute an appeal of such injunction or orderparticipate; provided, however, that neither Sellers nor Buyer a Party or its legal counsel may respond to any unsolicited telephone calls from such Governmental Authority without prior notice to, or participation of, the other Parties but before discussing any substantive matters, such party or its legal counsel shall be seek to add legal counsel for the other Party to the call or to reschedule the call for a time when all Parties and/or their counsel may participate. The Parties will consult and cooperate with 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 to this Agreement in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. Parent shall take the lead in coordinating any filings and obtaining any necessary approvals under the HSR Act or any other federal or state antitrust Laws. Parent shall pay all filing fees payable in connection with the filings by the parties required to undertake more than one such appealby the HSR Act.

Filings and Authorizations. Sellers and Buyer have filed or supplied or will, The parties hereto will as promptly as practicable, file or supply, make or cause to be filed made all such filings and submissions under laws, rules and regulations applicable to it or suppliedits Affiliates as may be required (in the judgment of the Acquiror) to consummate the terms of this Agreement, including all notifications petitions and information required applications to be filed or supplied pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976HSR Act, as amended the DGCL and the MGBCL and with (A) to the extent required, the Missouri Public Service Commission (the "HSR ACTMPSC") andpursuant to the Missouri Public Service Commission Law (the "Missouri Utility Code"), if necessary(B) the Illinois Commerce Commission (the "ILCC") pursuant to the Illinois Public Utilities Act, (C) to the extent required, the Indiana Utility Regulatory Commission (the "INURC") pursuant to the Indiana Public Service Commission Act of 1941 (the "Indiana Utility Code") and (D) the New York Public Service Commission (the "NYPSC") pursuant to the New York Public Service Law. Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Acquiror and the Company shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission with the MPSC, ILCC, INURC and the NYPSC or which is necessary under the HSR Act, the DGCL or MGBCL, and each of Acquiror and the Company shall furnish to the other copies of any correspondence with or from any Authority that relates to the transactions contemplated by this Agreement. The Company and Acquiror shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the MPSC, ILCC, INURC, NYPSC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Company and Acquiror will use its reasonable efforts to obtain any clearance required under the HSR Act and from the MPSC, ILCC, INURC, and NYPSC or any other Competition LawsAuthority for the Merger and the other transactions contemplated hereby. The Company and Acquiror will furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any governmental or regulatory authorities, domestic or foreign, in connection with the transactions contemplated by this Agreement. As promptly as practicableNotwithstanding the foregoing, (a) Sellers and Buyer will make, or cause to be made, all such other filings and submissions under laws, rules and regulations applicable to them, or to their Subsidiaries and Affiliates, as may be required for them to consummate the transactions contemplated hereby in accordance with the terms of this Agreement, and (b) Buyer will use commercially reasonable efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Governmental Authorities necessary to be obtained by them, or their Affiliates, in order for them so to consummate such transactions. Notwithstanding anything nothing contained in this Agreement will require or obligate Acquiror (i) to initiate or defend any litigation to which any governmental or regulatory authority, domestic and foreign (including the contraryMPSC, includingthe ILCC, without limitation clause the INURC, the NYPSC, the Antitrust Division of the Justice Department and the Federal Trade Commission) is a party, (bii) aboveto agree or otherwise become subject to any material limitations on (A) the right of Acquiror or its Affiliates effectively to control or operate the business, Buyer covenants that it willassets, or will cause its Affiliates tooperations of the Company and the Subsidiaries, take all actions necessary, including any divestiture or hold separate agreements, to obtain all regulatory clearances, authorizations, waivers, consents and approvals from Governmental Authorities with respect to Competition Laws, provided that nothing herein shall be construed to require Buyer (B) the right of Acquiror or its Affiliates to dispose of acquire or hold separate business the business, assets, or product lines which generated annual gross sales for the year ended December 31, 1996 in excess of twenty percent (20%) operations of the gross sales Company and the Subsidiaries, or (C) the right of Acquiror to exercise full rights of ownership of the Business for Company Common Shares acquired by Acquiror (if any Company Common Shares are so acquired) including, without limitation, the year ended December 31, 1996. Subject right to vote any Company Common Shares held by Acquiror on all matters properly presented to the foregoingCompany's stockholders, each party hereto shall or (xiii) use its reasonable efforts to prevent the entry into a judicial agree or administrative proceeding brought under any antitrust law by any Governmental Authority with jurisdiction over enforcement of any applicable Competition Law or any other party of any preliminary injunction or other order that would make consummation of the purchase of the Shares and the Assets in accordance with the terms of this Agreement unlawful or would prevent or delay it (including defending any litigation that could result in the entry of such injunction or order); and (y) take promptly, in the event that such an injunction or order has been issued in such a proceeding, all steps reasonably necessary to prosecute an appeal of such injunction or order; provided, however, that neither Sellers nor Buyer shall otherwise be required to undertake more than one such appealsell or dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of the Company, any Subsidiary or Acquiror or any of its Affiliates.

Filings and Authorizations. Sellers (a) Buyer and Seller shall use reasonable best efforts to obtain all authorizations, consents, clearances, Orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to each Transaction Document and the Transactions. Seller and Buyer have filed shall coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 7.3. Buyer and Seller shall use reasonable best efforts to supply such reasonable assistance as may be reasonably requested by any other Party in connection with the foregoing. Each of Seller and Buyer (w) shall promptly notify the other Party of (and, at any other Party’s reasonable request, supply to such other Party a copy of) any material communication (or supplied other correspondence or willmemoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings pertaining to the Transactions; (x) shall consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and proceedings with any Governmental Authority relating to such filings, including, subject to applicable Laws, permitting the other Party to review in advance any proposed material written communication to any such Governmental Authority (redacted as appropriate to protect a Party’s competitively sensitive or confidential information) and incorporate the other Party’s reasonable comments; (y) agrees not to participate in any material meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning the Transactions unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend; and (z) shall comply, as promptly as is reasonably practicable, file with any requests received by such Party from such Governmental Authority for additional information, documents or supplyother materials. Any such disclosures, rights to participate or cause to be filed or supplied, all notifications and provisions of information required to be filed or supplied pursuant by one Party to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT") and, if necessary, any other Competition Laws, in connection with the transactions contemplated by this Agreement. As promptly as practicable, (a) Sellers and Buyer will make, or cause to be made, all such other filings and submissions under laws, rules and regulations applicable to them, or to their Subsidiaries and Affiliates, as Party may be required for them to consummate the transactions contemplated hereby in accordance with the terms of this Agreement, and (b) Buyer will use commercially reasonable efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Governmental Authorities necessary to be obtained by them, or their Affiliates, in order for them so to consummate such transactions. Notwithstanding anything in this Agreement made on a counsel-only basis to the contrary, including, without limitation clause (b) above, Buyer covenants that it will, or will cause its Affiliates to, take all actions necessary, including any divestiture or hold separate agreements, to obtain all regulatory clearances, authorizations, waivers, consents and approvals from Governmental Authorities with respect to Competition Laws, provided that nothing herein shall be construed to require Buyer or its Affiliates to dispose of or hold separate business or product lines which generated annual gross sales for the year ended December 31, 1996 in excess of twenty percent (20%) of the gross sales of the Business for the year ended December 31, 1996. Subject to the foregoing, each party hereto shall (x) use its reasonable efforts to prevent the entry into a judicial or administrative proceeding brought extent required under any antitrust law by any Governmental Authority with jurisdiction over enforcement of any applicable Competition Law or any other party of any preliminary injunction or other order that would make consummation of the purchase of the Shares and the Assets in accordance with the terms of this Agreement unlawful or would prevent or delay it (including defending any litigation that could result in the entry of such injunction or order); and (y) take promptly, in the event that such an injunction or order has been issued in such a proceeding, all steps reasonably necessary as appropriate to prosecute an appeal of such injunction or order; provided, however, that neither Sellers nor Buyer shall be required to undertake more than one such appealprotect confidential business information.

Filings and Authorizations. Sellers (a) Each party hereto shall (i) make the filings required of it or any of its Subsidiaries under the HSR Act in connection with this Agreement and Buyer have filed or supplied or willthe transactions contemplated hereby, as promptly soon as practicable, file but in any event no later than ten (10) Business Days following the date hereof, (ii) make the pre-merger filings (if any) required of it or supplyany of its Affiliates under any applicable merger control Laws or any applicable Foreign Antitrust Merger Control Laws in connection with this Agreement and the transactions contemplated hereby as soon as practicable, (iii) reasonably comply at the earliest practicable date and after consultation with the Company or cause to be filed or supplied, all notifications and information required to be filed or supplied pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976Parent, as amended (applicable, with any request for additional information or documentary material received by the "other or any of its Affiliates from any applicable Governmental Entity in connection with filings required under the HSR ACT") and, if necessaryAct, any other Competition applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws, (iv) reasonably cooperate with one another (including furnishing all reasonably necessary information and reasonable assistance as the other may request) in connection with any filing under the HSR Act and all other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement. As promptly as practicableAgreement initiated by any Governmental Entity, (av) Sellers use its reasonable best efforts to secure the early termination of any waiting periods under the HSR Act and Buyer will makethe receipt of any clearances, approvals, or cause confirmations from Governmental Entities in other countries in which any filings pursuant to be made, all such other filings and submissions under laws, rules and regulations any applicable Foreign Antitrust Merger Control Laws have been made in order to them, or to their Subsidiaries and Affiliates, as may be required for them to consummate permit the consummation of the transactions contemplated hereby in accordance with at the terms of this Agreementearliest possible date, and (bvi) Buyer will use commercially reasonable efforts not enter into any transaction to obtainacquire any Person or assets, or cause any agreement to effect any such transaction that would reasonably be obtainedexpected to delay beyond the Outside Date the obtaining of any approval or to extend any waiting period under the HSR Act, all authorizations, approvals, consents and waivers from all Governmental Authorities necessary to be obtained by them, any applicable Foreign Antitrust Merger Control Laws or their Affiliates, in order for them so to consummate such transactions. Notwithstanding anything in this Agreement to the contrary, including, without limitation clause (b) above, Buyer covenants that it will, or will cause its Affiliates to, take all actions necessary, including any divestiture or hold separate agreements, to obtain all regulatory clearances, authorizations, waivers, consents and approvals from Governmental Authorities other applicable merger control laws with respect to Competition Laws, provided that nothing herein shall be construed the Merger or the other transactions contemplated hereby or to require Buyer or its Affiliates to dispose of or hold separate business or product lines which generated annual gross sales for the year ended December 31, 1996 result in excess of twenty percent (20%) of the gross sales of the Business for the year ended December 31, 1996. Subject to the foregoing, each party hereto shall (x) use its reasonable efforts to prevent the entry into a judicial or administrative proceeding brought under any antitrust law by any Governmental Authority with jurisdiction over enforcement of Entity obtaining any applicable Competition Law or any other party of any preliminary injunction injunction, temporary restraining order or other order that would make consummation materially delay or prevent the Merger. Each party hereto shall promptly inform the other party of any communication (whether oral or written) made to, or received by, such party from any Governmental Entity regarding any of the purchase transactions contemplated hereby, and promptly provide a copy of any such written communication, or a written summary of any such oral communication, to the Shares other party. The filing fees assessed under the HSR Act, any other applicable merger control laws and the Assets in accordance with the terms of this Agreement unlawful or would prevent or delay it (including defending any litigation that could result in the entry of such injunction or order); and (y) take promptly, in the event that such an injunction or order has been issued in such a proceeding, all steps reasonably necessary to prosecute an appeal of such injunction or order; provided, however, that neither Sellers nor Buyer applicable Foreign Antitrust Merger Control Laws shall be required to undertake more than one such appealthe responsibility of, and shall be paid by, Parent.

Filings and Authorizations. Sellers and Buyer have filed or supplied or The parties hereto will, as -------------------------- promptly as practicable, file or supplyand in the case of filings under the HSR Act no later than five Business Days after the date of this Agreement, make or cause to be filed made all such filings and submissions under Laws applicable to them or suppliedtheir Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information required to be filed or supplied pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act HSR Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of 1976them under the HSR Act. Any such filings, including any supplemental information and requests for additional information under the HSR Act, will be in substantial compliance with the requirements of the applicable Law. Each of the Parent and Buyer, on the one hand, and Seller, on the other, shall furnish to the other such necessary information and reasonable assistance as amended (the "HSR ACT") and, if necessary, any other Competition Laws, may request in connection with its preparation of any filing or submission which is necessary under the transactions contemplated by this AgreementHSR Act. As promptly as practicable, (a) Sellers Seller and Buyer will make, or cause to be made, all such shall keep each other filings and submissions under laws, rules and regulations applicable to them, or to their Subsidiaries and Affiliates, as may be required for them to consummate apprised of the transactions contemplated hereby in accordance with the terms status of this Agreementany communications with, and (b) Buyer will use commercially reasonable efforts to obtaininquiries or requests for additional information from, or cause to be obtained, all authorizations, approvals, consents and waivers from all any Governmental Authorities necessary to be obtained by them, or their Affiliates, in order for them so to consummate such transactions. Notwithstanding anything in this Agreement to the contrary, including, without limitation clause (b) above, Buyer covenants that it will, or will cause its Affiliates to, take all actions necessaryEntity, including the FTC and the Antitrust Division, and shall comply promptly with any divestiture such inquiry or hold separate agreements, to obtain all regulatory clearances, authorizations, waivers, consents request. Each of Seller and approvals from Governmental Authorities with respect to Competition Laws, provided that nothing herein Buyer shall be construed to require Buyer or its Affiliates to dispose of or hold separate business or product lines which generated annual gross sales for the year ended December 31, 1996 in excess of twenty percent (20%) of the gross sales of the Business for the year ended December 31, 1996. Subject to the foregoing, each party hereto shall (x) use its reasonable best efforts to prevent obtain any clearance required under the entry into a judicial or administrative proceeding brought under any antitrust law by any Governmental Authority with jurisdiction over enforcement of any applicable Competition Law or any other party of any preliminary injunction or other order that would make consummation HSR Act for the purchase and sale of the purchase of the Shares and the Acquired Assets in accordance with the terms of this Agreement unlawful and conditions hereof, including by initiating, pursuing or would prevent or delay it (including defending any litigation that could result or other legal proceedings, whether judicial or administrative, against or involving any Governmental Entity (including the Antitrust Division and the FTC) with respect thereto (and including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed). Nothing contained in this Agreement, including under this Section 5.3 and Sections 5.2, 5.8 and 5.11, will require or obligate Parent or Buyer or their respective Affiliates (a) to agree or otherwise become subject to any limitations on (i) the entry right of such injunction Buyer or order); and its Affiliates effectively to control or operate the Business, (yii) take promptlythe right of Buyer or its Affiliates to acquire or hold the Business, in or (iii) the event that such an injunction right of Buyer to exercise full rights of ownership of the Business or order has been issued in such a proceedingall or any portion of the Acquired Assets, all steps reasonably necessary or (b) to prosecute an appeal of such injunction agree or order; provided, however, that neither Sellers nor Buyer shall otherwise be required to undertake more than one such appealsell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of the Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent or Buyer to take any of the actions specified in the immediately preceding sentence.

Filings and Authorizations. Sellers (1) Within two (2) Business Days following the date of this Agreement, Purchaser shall identify any Authorization that Purchaser is (or the Parties are) required to obtain from a Governmental Entity in order to complete the transactions -45- contemplated by this Agreement, and Buyer have filed Purchaser shall inform the Vendor within such time, in writing, of each Authorization that must be obtained. Purchaser and Vendor shall, within four (4) Business Days following the date of this Agreement (or supplied or will, such shorter period as promptly as practicable, file or supplymay be required by an applicable Law), or cause such other period that the Purchaser and the Vendor may agree upon in writing, promptly make or submit all information and documents that Purchaser and Vendor deem reasonable in order to be filed or supplied, all notifications and information required to be filed or supplied pursuant to obtain the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended Authorizations (the "HSR ACTFilings") and, if necessary, (including the Canadian Competition Bureau under the Competition Act) prior to Closing and promptly file any other Competition Laws, additional information or documents required or considered advisable in connection with the transactions contemplated by this AgreementFilings as soon as practicable after receipt for request therefor. As promptly as practicable, The Purchaser shall (ai) Sellers and Buyer will make, or cause to be made, all such other filings and submissions under laws, rules and regulations applicable to them, or to their Subsidiaries and Affiliates, as may be required for them to consummate the transactions contemplated hereby in accordance with the terms of this Agreement, and (b) Buyer will use commercially every reasonable efforts effort to obtain, or cause to be obtained, all authorizationsAuthorizations, approvalsincluding, consents as may in the sole discretion of the Purchaser, acting reasonably, be necessary or advisable, the entering into of any agreement, undertaking, consent order or the like with a Governmental Entity in order to obtain an Authorization, and waivers from all Governmental Authorities necessary provided that, however, the Purchaser shall not be required to divest itself or to cause any Affiliate thereof to divest itself of any assets or business or interest therein, and (ii) use its Best Efforts to take, or cause to be obtained by themtaken, or their Affiliates, all other actions which are necessary in order for them so it to consummate fulfil its obligations under this Agreement. Each of the Purchaser and Vendor will coordinate and cooperate with one another in exchanging such transactions. Notwithstanding anything in this Agreement to the contrary, including, without limitation clause (b) above, Buyer covenants that it will, or will cause its Affiliates to, take all actions necessaryinformation and documents, including any divestiture providing the other Party (and its counsel) with an opportunity to review and comment on advance drafts, as may be reasonable in the circumstances, and supplying such assistance as may be reasonably requested by each in connection with or hold separate agreementsrelated to a Filing, including providing each other with all notices and information supplied to obtain all regulatory clearances, authorizations, waivers, consents and approvals from Governmental Authorities or with respect to Competition Laws, provided that nothing herein shall be construed to require Buyer or its Affiliates to dispose of or hold separate business or product lines which generated annual gross sales for the year ended December 31, 1996 in excess of twenty percent (20%) of the gross sales of the Business for the year ended December 31, 1996. Subject to the foregoing, each party hereto shall (x) use its reasonable efforts to prevent the entry into a judicial or administrative proceeding brought under any antitrust law by any Governmental Authority with jurisdiction over enforcement of any applicable Competition Law Entity (except for notices and information which the Vendor or any other party of any preliminary injunction or other order that would make consummation of the purchase of the Shares and the Assets in accordance with the terms of this Agreement unlawful or would prevent or delay it (including defending any litigation that could result in the entry of such injunction or order); and (y) take promptlyPurchaser, in the event that such an injunction or order has been issued in such each case acting reasonably, considers highly confidential and sensitive which may be filed on a proceedingconfidential basis), and all steps reasonably necessary to prosecute an appeal of such injunction or order; provided, however, that neither Sellers nor Buyer shall be required to undertake more than one such appealnotices and correspondence received from any Governmental Entity.