Common use of HSR Act Compliance Clause in Contracts

HSR Act Compliance. Promptly after the date of this Agreement, Seller ------------------ and Buyer shall prepare and file proper premerger notification forms and affidavits in compliance with the HSR Act, if applicable. Seller and Buyer shall each pay one-half of all fees payable to Governmental Authorities in connection with such filings. If, following the filing of such forms, any Governmental Authority shall challenge the transaction contemplated hereby, or request additional filings or information, Seller and Buyer shall take preliminary steps to attempt to ascertain the nature of the challenge and the likelihood that the Governmental Authority will permit the transaction contemplated hereby to proceed notwithstanding the challenge. After taking such preliminary steps, (i) if the parties determine in good faith, that the Governmental Authority, may permit the transaction to proceed, the parties shall cooperate to contest such challenge and/or provide the additional filings or information; and (ii) if the parties determine, in good faith, that the Governmental Authority is not likely to permit the transaction to proceed, then neither Seller nor Buyer shall have any obligation to contest such challenge or make or provide any such filing or information, and, unless the other party determines to contest such challenge or provide such information or filings at their cost and expense, each shall be entitled, at its option, to withdraw its filing and terminate this Agreement; provided, however, that the election to terminate this Agreement by either party pursuant to the provisions hereof shall be made in good faith and shall not be based upon a de minimis request for information from any Governmental Authority.

HSR Act Compliance. Promptly after the date of this Agreement, ------------------ Seller ------------------ and Buyer shall prepare and file proper premerger notification forms and affidavits in compliance with the HSR Act, if applicable. Seller and Buyer shall each pay one-half of all fees payable to Governmental Authorities in connection with such filings. If, following the filing of such forms, any Governmental Authority shall challenge the transaction contemplated hereby, or request additional filings or information, Seller and Buyer shall take preliminary steps to attempt to ascertain the nature of the challenge and the likelihood that the Governmental Authority will permit the transaction contemplated hereby to proceed notwithstanding the challenge. After taking such preliminary steps, (i) if the parties determine in good faith, that the Governmental Authority, may permit the transaction to proceed, the parties shall cooperate to contest such challenge and/or provide the additional filings or information; and (ii) if the parties determine, in good faith, that the Governmental Authority is not likely to permit the transaction to proceed, then neither Seller nor Buyer shall have any obligation to contest such challenge or make or provide any such filing or information, and, unless the other party determines to contest such challenge or provide such information or filings at their cost and expense, each shall be entitled, at its option, to withdraw its filing and terminate this Agreement; provided, however, that the election to terminate this Agreement by either party pursuant to the provisions hereof shall be made in good faith and shall not be based upon a de minimis request for information from any Governmental Authority.