Common use of Governmental Reviews Clause in Contracts

Governmental Reviews. (a) The Contributor Parties and the Acquiror Parties shall each in a timely manner (i) make (or cause their applicable Affiliates to make) all required filings, and prepare applications to, and conduct negotiations with, obtain consents, approvals or actions of, and give all notices to each Governmental Authority or any other Person as to which such filings, applications, negotiations, consents, approvals, actions or notices are necessary or appropriate in the consummation of the transactions contemplated hereby, and (ii) provide such information as the other may reasonably request in order to make such filings, prepare such applications, conduct such negotiations, obtain such consents approvals or actions, and give such notices. Each Party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to such filings, applications, or negotiations, or the transactions contemplated by this Agreement, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion. Acquiror shall bear one-half and Contributor shall bear one-half of the cost of all filing or application fees payable to any Governmental Authority with respect to the transactions contemplated by this Agreement, regardless of whether Acquiror, Contributor, or any Affiliate of any of them is required to make the payment. Each Party shall provide prompt notice to the other Party when any such filings, application, negotiation, consent, approval, action or notice referred to above in this Section 6.10(a) is obtained, taken, made or given, as applicable, and will advise such other Party of any communications (and, unless precluded by Law, provide copies of any such written communications) with any Governmental Authority or other Person relating therewith. (b) Without limiting the generality of Section 6.10(a), as soon as practicable following the date of this Agreement and in any event within fifteen (15) Business Days after the date hereof, the Parties shall make such filings as may be required by the HSR Act with respect to the transactions contemplated by this Agreement, which filings shall include a request for early termination of any applicable waiting period. Thereafter, the Parties shall file as promptly as practicable all reports or other documents required or requested by the U.S. Federal Trade Commission or the U.S. Department of Justice pursuant to the HSR Act or otherwise, including requests for additional information concerning such transactions, so that the waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the date of this Agreement. Each Party shall cause its counsel to furnish each of the other Parties such necessary information and reasonable assistance as such other Parties may reasonably request in connection with the Parties’ preparation of necessary filings or submissions under the provisions of the HSR Act.

Governmental Reviews. (a) The Contributor Parties Upon the terms and subject to the Acquiror conditions set forth in this Agreement, each of the Parties shall each use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in a timely manner doing, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) make (the obtaining of all necessary actions or cause their applicable Affiliates non-actions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to make) all required filingsobtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and prepare applications to(ii) the defending of any lawsuits or other legal proceedings, and conduct negotiations withwhether judicial or administrative, obtain consents, approvals challenging this Agreement or actions of, and give all notices to each Governmental Authority or any other Person as to which such filings, applications, negotiations, consents, approvals, actions or notices are necessary or appropriate in the consummation of the transactions contemplated herebyby this Agreement. Except for any filing fees that may be imposed by law on Sellers, Sellers shall not be required to pay or reimburse Purchaser for any fees or other payments to any Governmental Authority in connection with any such actions, approvals, or consents. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, from the Execution Date until the Closing, with respect to requirements of the HSR Act, Purchaser and Sellers shall, and shall cause their respective Affiliates to: (i) following approval of the other Parties, make or cause to be made any filing required under the HSR Act as promptly as reasonably practicable (and, in any event, within 10 Business Days of the Execution Date); (ii) provide comply, as promptly as is reasonably practicable, with any requests received by such information as the other may reasonably request in order to make such filings, prepare such applications, conduct such negotiations, obtain such consents approvals or actions, and give such notices. Each Party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations. If a Party or any of its Affiliates intends under the HSR Act for such Party to participate take additional actions or for additional information, documents or other materials, provided, however, that Purchaser will not be required to sell or dispose of any of its assets or businesses in connection therewith; (iii) cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (iv) promptly inform the other Parties of any meeting communication from or discussion with to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings or any review or investigation of the transaction; (v) consult and cooperate with respect the other Parties, including through the exchange of drafts where permissible, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party to any Governmental Authorities relating to such filings, applications, filings or negotiations, any review or the transactions contemplated by this Agreement, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion. Acquiror shall bear one-half and Contributor shall bear one-half investigation of the cost transaction; and (vi) use reasonable best efforts to cause the expiration of all filing the notice or application fees payable waiting periods under the HSR Act as promptly as is reasonably practicable (including requesting early termination of the HSR Act waiting period). (c) Purchaser shall use its reasonable best efforts to resolve prior to Closing any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. Sellers shall cooperate with Purchaser, regardless of whether Acquirorincluding by timely providing such information and making available such personnel as Purchaser may reasonably request to prepare for and participate in meetings with Governmental Authorities, Contributor, or and/or to respond to any Affiliate of questions raised by Governmental Authorities. If a Party intends to participate in any of them is required to make the payment. Each Party shall provide prompt notice to the other Party when any such filings, application, negotiation, consent, approval, action or notice referred to above in this Section 6.10(a) is obtained, taken, made or given, as applicable, and will advise such other Party of any communications (and, unless precluded by Law, provide copies of any such written communications) meeting with any Governmental Authority or other Person relating therewith. (b) Without limiting the generality of Section 6.10(a), as soon as practicable following the date of this Agreement and in any event within fifteen (15) Business Days after the date hereof, the Parties shall make such filings as may be required by the HSR Act with respect to such filings, it shall give the transactions contemplated by this Agreement, which filings shall include a request for early termination other Party reasonable prior notice of any applicable waiting period. Thereafter, such meeting and permit the Parties shall file as promptly as practicable all reports or other documents required or requested by the U.S. Federal Trade Commission or the U.S. Department of Justice pursuant Party to attend such meeting to the HSR Act or otherwise, including requests for additional information concerning such transactions, so that the waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the date of this Agreement. Each Party shall cause its counsel to furnish each of the other Parties such necessary information and reasonable assistance as such other Parties may reasonably request in connection with the Parties’ preparation of necessary filings or submissions under the provisions of the HSR Actextent practicable.

Governmental Reviews. (a) The Contributor Parties Upon the terms and subject to the Acquiror conditions set forth in this Agreement, each of the Parties shall each use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in a timely manner doing, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as practicable. Notwithstanding any other provision in this Agreement, the Parties understand and agree that reasonable best efforts shall not include: (i) make entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by this Agreement; (ii) litigating, challenging or taking any other action with respect to any judicial or administrative action or proceeding taken by any Governmental Authority in connection with the transactions contemplated by this Agreement; or (iii) divesting, selling or otherwise holding separate, or taking any other action (or cause their applicable Affiliates otherwise agreeing to makedo any of the foregoing) all with respect to any of its or its respective Affiliates’ businesses, assets or properties. Except for any filing fees that may be imposed by law on Seller, Seller shall not be required filings, and prepare applications to, and conduct negotiations with, obtain consents, approvals to pay or actions of, and give all notices reimburse Purchaser for any fees or other payments to each any Governmental Authority or in connection with any other Person as to which such filings, applications, negotiations, consentsactions, approvals, actions or notices are necessary or appropriate consents. Notwithstanding the foregoing, Purchaser will reimburse Seller for any filing fees required under the HSR Act in connection with the consummation issuance of the transactions contemplated herebyStock Consideration. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, from the Execution Date until the Closing, with respect to requirements of the HSR Act, Purchaser and Seller shall, and shall cause their respective Affiliates to: (i) following approval of the other Parties, make or cause to be made any filing required under the HSR Act (including any filing that is required, or may be required, with respect to the Stock Consideration) as promptly as reasonably practicable (and, in any event, within ten (10) Business Days of the Execution Date); (ii) provide comply, as promptly as is reasonably practicable, with any requests received by such information as the other may reasonably request in order to make such filings, prepare such applications, conduct such negotiations, obtain such consents approvals or actions, and give such notices. Each Party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations. If a Party or any of its Affiliates intends to participate in any meeting or discussion with from any Governmental Authority under the HSR Act for additional information, documents or other materials; (iii) cooperate with the other Parties and, subject to appropriate confidentiality protections, furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (iv) promptly inform the other Parties of any material communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings or any review or investigation of the transaction; (v) subject to appropriate confidentiality protections, consult and cooperate with the other Parties, including through the exchange of drafts where permissible, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party to any Governmental Authorities relating to such filings, applications, filings or negotiations, any review or the transactions contemplated by this Agreement, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion. Acquiror shall bear one-half and Contributor shall bear one-half investigation of the cost transaction; and (vi) use reasonable best efforts to cause the expiration of all filing the notice or application fees payable waiting periods under the HSR Act as promptly as is reasonably practicable (including requesting early termination of the HSR Act waiting period). (c) Purchaser shall use its reasonable best efforts to resolve prior to Closing any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. Seller shall cooperate with Purchaser, regardless of whether Acquirorincluding by timely providing such information and making available such personnel as Purchaser may reasonably request to prepare for and participate in meetings with Governmental Authorities, Contributor, or and/or to respond to any Affiliate of questions raised by Governmental Authorities. If a Party intends to participate in any of them is required to make the payment. Each Party shall provide prompt notice to the other Party when any such filings, application, negotiation, consent, approval, action or notice referred to above in this Section 6.10(a) is obtained, taken, made or given, as applicable, and will advise such other Party of any communications (and, unless precluded by Law, provide copies of any such written communications) meeting with any Governmental Authority or other Person relating therewith. (b) Without limiting the generality of Section 6.10(a), as soon as practicable following the date of this Agreement and in any event within fifteen (15) Business Days after the date hereof, the Parties shall make such filings as may be required by the HSR Act with respect to such filings, it shall give the transactions contemplated by this Agreement, which filings shall include a request for early termination other Party reasonable prior notice of any applicable waiting period. Thereafter, such meeting and permit the Parties shall file as promptly as practicable all reports or other documents required or requested by the U.S. Federal Trade Commission or the U.S. Department of Justice pursuant Party to attend such meeting to the HSR Act or otherwise, including requests for additional information concerning extent practicable and permitted by such transactions, so that the waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the date of this Agreement. Each Party shall cause its counsel to furnish each of the other Parties such necessary information and reasonable assistance as such other Parties may reasonably request in connection with the Parties’ preparation of necessary filings or submissions under the provisions of the HSR ActGovernmental Authority.

Governmental Reviews. (a) The Contributor Upon the terms and subject to the conditions set forth in this Agreement and subject to the specific provisions governing the Parties and obligations under the Acquiror HSR Act set forth in Section 7.5(b), each of the Parties shall each use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in a timely manner doing, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) make (the obtaining of all necessary actions or cause their applicable Affiliates non-actions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to make) all required filingsobtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and prepare applications to(ii) the defending of any lawsuits or other legal proceedings, and conduct negotiations withwhether judicial or administrative, obtain consents, approvals challenging this Agreement or actions of, and give all notices to each Governmental Authority or any other Person as to which such filings, applications, negotiations, consents, approvals, actions or notices are necessary or appropriate in the consummation of the transactions contemplated herebyby this Agreement. Except for any filing fees that may be imposed by law on Seller, Seller shall not be required to pay or reimburse Purchaser for any fees or other payments to any Governmental Authority in connection with any such actions, approvals, or consents. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, from the Execution Date until the Closing, with respect to requirements of the HSR Act, Purchaser and Seller shall, and shall cause their respective Affiliates to: (i) following approval of the other Parties, make or cause to be made any filing required under the HSR Act as promptly as reasonably practicable (and, in any event, within ten (10) Business Days of the Execution Date); (ii) provide comply, as promptly as is reasonably practicable, with any requests received by such information as the other may reasonably request in order to make such filings, prepare such applications, conduct such negotiations, obtain such consents approvals or actions, and give such notices. Each Party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations. If a Party or any of its Affiliates intends to participate under the HSR Act for additional information, documents or other materials; (iii) cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings; (iv) promptly inform the other Parties of any material communication from or to, and any proposed understanding, agreement or meeting or discussion with with, any Governmental Authority in respect of such filings or any review or investigation of the transaction; (v) consult and cooperate with respect the other Parties, including through the exchange of drafts where permissible and reasonably necessary in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions proposed to be made or submitted by or on behalf of any Party to any Governmental Authorities relating to such filings, applications, filings or negotiations, any review or the transactions contemplated by this Agreement, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion. Acquiror shall bear one-half and Contributor shall bear one-half investigation of the cost transaction; and (vi) use reasonable best efforts to cause the expiration of all filing the notice or application fees payable waiting periods under the HSR Act as promptly as is reasonably practicable (including requesting early termination of the HSR Act waiting period). (c) Each Purchaser, to the extent relevant, shall use its reasonable best efforts to resolve as promptly as is reasonably practicable any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. Each Seller shall cooperate with the respective Purchaser, regardless of whether Acquirorincluding by timely providing such information and making available such personnel as Purchaser may reasonably request to prepare for and participate in meetings with Governmental Authorities, Contributorand/or to respond to any questions raised by Governmental Authorities. Nothing in the Agreement shall obligate any Party to take, or cause to be taken, any Affiliate of divestiture action with respect to any of them is required the assets, businesses or product lines of such Party or its Affiliates. Purchaser and Seller shall each pay their own filing fees in connection with their own HSR Act filings. If a Party intends to make the payment. Each Party shall provide prompt notice to the other Party when participate in any such filings, application, negotiation, consent, approval, action or notice referred to above in this Section 6.10(a) is obtained, taken, made or given, as applicable, and will advise such other Party of any communications (and, unless precluded by Law, provide copies of any such written communications) meeting with any Governmental Authority or other Person relating therewith. (b) Without limiting the generality of Section 6.10(a), as soon as practicable following the date of this Agreement and in any event within fifteen (15) Business Days after the date hereof, the Parties shall make such filings as may be required by the HSR Act with respect to such filings, it shall give the transactions contemplated by this Agreement, which filings shall include a request for early termination other Party reasonable prior notice of any applicable waiting period. Thereafter, such meeting and permit the Parties shall file as promptly as practicable all reports or other documents required or requested by the U.S. Federal Trade Commission or the U.S. Department of Justice pursuant Party to attend such meeting to the HSR Act or otherwise, including requests for additional information concerning such transactions, so that the waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the date of this Agreement. Each Party shall cause its counsel to furnish each of the other Parties such necessary information and reasonable assistance as such other Parties may reasonably request in connection with the Parties’ preparation of necessary filings or submissions under the provisions of the HSR Actextent practicable.