Common use of HSR Act Filings Clause in Contracts

HSR Act Filings. The Buyer and the Seller will use reasonable best efforts to file or cause to be filed with the FTC and the DOJ, as promptly as practicable but in no event later than March 9, 2000 the Notification and Report -33- 35 Form and related materials required to be filed in connection with the transactions contemplated in this Agreement pursuant to the HSR Act, and to promptly file any additional information requested by the FTC or the DOJ as soon as practicable after receipt of a request therefor. The Buyer and the Seller shall request early termination of the waiting period under the HSR Act and shall use their respective reasonable best efforts to cause all waiting periods under the HSR Act to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. Each Party shall consult with the other prior to participating in any meetings, by telephone or person, with, or sending any correspondence to, the staff of the FTC or the DOJ, and each of the Parties shall have the right to have a representative present at any such meeting or to review any such correspondence prior to its being sent. In addition, the Buyer shall use its best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act that is required for the consummation of the transactions contemplated by this Agreement. In the event that the FTC or the DOJ imposes any requirement or condition with respect to the consummation of the transactions contemplated hereby, no purchase price adjustment shall be made; however, the Buyer shall have the right to terminate this Agreement prior to the Closing (without any Liability whatsoever of the Buyer to the Seller or the Seller to the Buyer) by written notice delivered to the Seller within five (5) days following delivery to the Buyer of written notice from the FTC or the DOJ of such requirement or condition and such right of termination shall be the Buyer's sole remedy in such case; provided, however, that such termination right and any termination right arising under or in respect of Section 6(a)(vi) and Section 8(a)(ii) or otherwise hereunder shall not be exercisable with respect to any such requirement or condition that relates to any assets or activities of the Companies, the Buyer or any Affiliate of the Buyer that are not Material to the Business as conducted by the Companies, the Buyer or such Affiliate, as applicable, on the date hereof, and the Buyer shall comply with any such divestiture, hold separate or similar requirement or condition relating to any such non-Material assets or activities and shall take all other actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act in respect of any issue or matter regarding any such non-Material assets or activities. Each of the Parties shall bear the costs and expenses of preparing its filings under the HSR Act; provided, however, that all filing fees required under the HSR Act shall be paid by the Buyer.

HSR Act Filings. The Buyer and the each Seller will use reasonable best efforts to file shall (a) make or cause to be filed made all filings required of each of them or any of their respective Affiliates under the HSR Act or any applicable Antitrust Laws with respect to the FTC and the DOJ, Contemplated Transactions as promptly as practicable but and, in no event later than March 9any event, 2000 within ten (10) Business Days after the Notification date of this Agreement, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the Federal Trade Commission (“FTC“), the Antitrust Division of the Department of Justice (the “Antitrust Division“) or any other Governmental Authority in respect of such filings or such transactions, and Report -33- 35 Form (c) cooperate with each other in connection with any such filing (including to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and related materials considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to the Contemplated Transactions. All filing fees assessed by the FTC, the Antitrust Division, or otherwise payable pursuant to the HSR Act in connection with this Agreement or the Contemplated Transactions shall be paid by the Buyer and any such payments shall not offset the Purchase Price, decrease the amount of Assumed Liabilities, or otherwise be subject herein to recoupment against any of the Selling Parties. Each party shall furnish to each other all information required for any application or other filing to be filed made pursuant to any applicable Law in connection with the transactions contemplated Contemplated Transactions. Each Seller shall promptly inform the Buyer of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding the antitrust aspects of the Contemplated Transactions. No Seller shall independently participate in this Agreement pursuant any substantive meeting or discussion, either in person or by telephone, with a Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the Buyer prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analysis, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act, and to promptly file any additional information requested by the FTC Act or the DOJ as soon as practicable after receipt of a request thereforother Antitrust Laws. The Buyer and the each Seller shall request early termination of the waiting period under the HSR Act and shall use their its respective reasonable best efforts to cause all waiting periods under the HSR Act to terminate or expire at the earliest possible date and to resist in good faithresolve such objections, at each of their respective cost and expense (including the institution or defense of legal proceedings)if any, as may be asserted by any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. Each Party shall consult with the other prior to participating in any meetings, by telephone or person, with, or sending any correspondence to, the staff of the FTC or the DOJ, and each of the Parties shall have the right to have a representative present at any such meeting or to review any such correspondence prior to its being sent. In addition, the Buyer shall use its best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act that is required for the consummation of the transactions contemplated by this Agreement. In the event that the FTC or the DOJ imposes any requirement or condition Governmental Authority with respect to the consummation Contemplated Transactions under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the transactions contemplated hereby“Antitrust Laws”); provided, no purchase price adjustment shall be made; however, the Buyer shall control, lead and have the right to terminate this Agreement prior to the Closing (without any Liability whatsoever of the Buyer to the Seller or the Seller to the Buyer) by written notice delivered to the Seller within five (5) days following delivery to the Buyer of written notice from the FTC or the DOJ of such requirement or condition final and such right of termination shall be the Buyer's sole remedy in such case; provided, however, that such termination right and any termination right arising under or in respect of Section 6(a)(vi) and Section 8(a)(ii) or otherwise hereunder shall not be exercisable ultimate authority with respect to any such requirement or condition that relates strategy and communications with respect to any assets investigation, inquiry or activities litigation of any of the CompaniesFTC, Antitrust Division or other Governmental Authority under any of the Antitrust Laws with respect to the Contemplated Transactions and, provided further, that the Parties hereto agree that “reasonable best efforts” shall not require the Buyer or any Affiliate of the Buyer that are not Material Sellers, in order to consummate the Contemplated Transactions, to (i) litigate or participate in the litigation of any Proceeding involving the FTC, Antitrust Division or other Governmental Authority; (ii) propose, negotiate, effect or agree to the Business as conducted by the Companiessale, the Buyer or such Affiliate, as applicable, on the date hereof, and the Buyer shall comply with any such divestiture, hold separate license or similar requirement or condition relating to any such non-Material assets or activities and shall take all other actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act in respect disposition of any issue assets, businesses, products, or matter regarding operations; or (iii) accept any such non-Material assets or activities. Each of the Parties shall bear the costs and expenses of preparing its filings under the HSR Act; provided, however, that all filing fees required under the HSR Act shall be paid by the Buyerconsent decree.

HSR Act Filings. The Buyer and the Seller will use reasonable best efforts to file shall (a) make or cause to be filed made all filings required of each of them or any of their respective Affiliates under the HSR Act or any applicable Antitrust Laws with respect to the FTC and the DOJ, Contemplated Transactions as promptly as practicable but and, in no event later than March 9any event, 2000 within ten (10) Business Days after the Notification date of this Agreement, (b) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the Federal Trade Commission (“FTC“), the Antitrust Division of the Department of Justice (the “Antitrust Division“) or any other Governmental Authority in respect of such filings or such transactions, and Report -33- 35 Form (c) cooperate with each other in connection with any such filing (including to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and related materials considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, Antitrust Division or other Governmental Authority under any Antitrust Laws with respect to the Contemplated Transactions. All filing fees assessed by the FTC, the Antitrust Division, or otherwise payable pursuant to the HSR Act in connection with this Agreement or the Contemplated Transactions shall be paid by the Buyer and any such payments shall not offset the Purchase Price, decrease the amount of Assumed Liabilities, or otherwise be subject herein to recoupment against any of the Selling Parties. Each party shall furnish to each other all information required for any application or other filing to be filed made pursuant to any applicable Law in connection with the transactions contemplated Contemplated Transactions. The Seller shall promptly inform the Buyer of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding the antitrust aspects of the Contemplated Transactions. The Seller shall not independently participate in this Agreement pursuant any substantive meeting or discussion, either in person or by telephone, with a Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the Buyer prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analysis, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act, and to promptly file any additional information requested by the FTC Act or the DOJ as soon as practicable after receipt of a request thereforother Antitrust Laws. The Buyer and the Seller shall request early termination of the waiting period under the HSR Act and shall use their its respective reasonable best efforts to cause all waiting periods under the HSR Act to terminate or expire at the earliest possible date and to resist in good faithresolve such objections, at each of their respective cost and expense (including the institution or defense of legal proceedings)if any, as may be asserted by any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. Each Party shall consult with the other prior to participating in any meetings, by telephone or person, with, or sending any correspondence to, the staff of the FTC or the DOJ, and each of the Parties shall have the right to have a representative present at any such meeting or to review any such correspondence prior to its being sent. In addition, the Buyer shall use its best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act that is required for the consummation of the transactions contemplated by this Agreement. In the event that the FTC or the DOJ imposes any requirement or condition Governmental Authority with respect to the consummation Contemplated Transactions under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the transactions contemplated hereby“Antitrust Laws”); provided, no purchase price adjustment shall be made; however, the Buyer shall control, lead and have the right to terminate this Agreement prior to the Closing (without any Liability whatsoever of the Buyer to the Seller or the Seller to the Buyer) by written notice delivered to the Seller within five (5) days following delivery to the Buyer of written notice from the FTC or the DOJ of such requirement or condition final and such right of termination shall be the Buyer's sole remedy in such case; provided, however, that such termination right and any termination right arising under or in respect of Section 6(a)(vi) and Section 8(a)(ii) or otherwise hereunder shall not be exercisable ultimate authority with respect to any such requirement or condition that relates strategy and communications with respect to any assets investigation, inquiry or activities litigation of any of the CompaniesFTC, Antitrust Division or other Governmental Authority under any of the Antitrust Laws with respect to the Contemplated Transactions and, provided further, that the Parties hereto agree that “reasonable best efforts” shall not require the Buyer or the Seller, in order to consummate the Contemplated Transactions, to (i) litigate or participate in the litigation of any Affiliate of Proceeding involving the Buyer that are not Material FTC, Antitrust Division or other Governmental Authority; (ii) propose, negotiate, effect or agree to the Business as conducted by the Companiessale, the Buyer or such Affiliate, as applicable, on the date hereof, and the Buyer shall comply with any such divestiture, hold separate license or similar requirement or condition relating to any such non-Material assets or activities and shall take all other actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act in respect disposition of any issue assets, businesses, products, or matter regarding operations; or (iii) accept any such non-Material assets or activities. Each of the Parties shall bear the costs and expenses of preparing its filings under the HSR Act; provided, however, that all filing fees required under the HSR Act shall be paid by the Buyerconsent decree.

HSR Act Filings. The Buyer Chronicle and the Seller will use reasonable best efforts to file or cause to be filed with the FTC and the DOJ, as promptly as practicable but in no event later than March 9, 2000 the Acquiror shall each make --------------- an appropriate filing of a Notification and Report -33- 35 Form and related materials required to be filed in connection with the transactions contemplated in this Agreement pursuant to the HSR Act, and to promptly file any additional information requested Act no later than 45 days after the date of approval of this Agreement by the FTC or the DOJ as soon as practicable after receipt shareholders of a request thereforChronicle. The Buyer and the Seller Each such filing shall request early termination of the waiting period under imposed by the HSR Act Act. Chronicle and Acquiror shall use their respective reasonable best efforts to cause all waiting periods under respond as promptly as reasonably practicable to any inquiries received from the HSR Act to terminate Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or expire at the earliest possible date documentation and to resist respond as promptly as reasonably practicable to all inquiries and requests received from any other governmental authority in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the connection with antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. Each Party shall consult with the other prior to participating in any meetings, by telephone or person, with, or sending any correspondence to, the staff of the FTC or the DOJ, and each of the Parties shall have the right to have a representative present at any such meeting or to review any such correspondence prior to its being sent. In addition, the Buyer shall use its best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act that is required for the consummation of the transactions contemplated by this Agreement. In the event that the FTC or the DOJ imposes any requirement or condition with respect to the consummation of the transactions contemplated hereby, no purchase price adjustment shall be made; however, the Buyer shall have the right to terminate this Agreement prior to the Closing (without any Liability whatsoever of the Buyer to the Seller or the Seller to the Buyer) by written notice delivered to the Seller within five (5) days following delivery to the Buyer of written notice from the FTC or the DOJ of such requirement or condition and such right of termination shall be the Buyer's sole remedy in such casematters; provided, however, that nothing contained herein shall be deemed to preclude either Chronicle or Acquiror from negotiating reasonably with any governmental authority regarding the scope and content of any such termination right requested information or documentation. Chronicle and Acquiror shall use their respective reasonable best efforts to overcome any termination right arising under objections that may be raised by the FTC, the Antitrust Division or in respect of Section 6(a)(vi) and Section 8(a)(ii) or otherwise hereunder any other governmental authority having jurisdiction over antitrust matters. Notwithstanding the foregoing, Acquiror shall not be exercisable with respect required to make any such requirement or condition that relates to any assets significant change in the operations or activities of the Companies, the Buyer business (or any Affiliate material assets employed therein) of Acquiror or any of its Affiliates, if Acquiror determines in good faith that such change would be materially adverse to the operations or activities of the Buyer that are not Material to the Business as conducted by the Companiesbusiness (or any material assets employed therein) of Acquiror or any of its Affiliates having significant assets, the Buyer net worth, or such Affiliate, as applicable, on the date hereof, and the Buyer shall comply with any such divestiture, hold separate or similar requirement or condition relating to any such non-Material assets or activities and shall take all other actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act in respect of any issue or matter regarding any such non-Material assets or activities. Each of the Parties shall bear the costs and expenses of preparing its filings under the HSR Act; provided, however, that all filing fees required under the HSR Act shall be paid by the Buyerrevenue.

HSR Act Filings. The Buyer Prior to any acquisition of any Post-Closing Shares --------------- pursuant to the terms of this Agreement and prior to any exercise of the Seller will use reasonable best efforts to file Warrant, in whole or cause to be in Confidential Materials omitted and filed separately with the FTC Securities and Exchange Commission. Asterisks denote omissions. part, the DOJPurchaser hereby agrees to provide the Company with written notice (the "HSR Notice") to the extent such acquisition of Post-Closing Shares or such exercise of the Warrant, as promptly as practicable but in no event later than March 9the case may be, 2000 could reasonably be expected to require the filing of any Notification and Report -33- 35 Form Forms and related materials required to be filed in connection material, or any successor forms and related material with the transactions contemplated in this Agreement Federal Trade Commission and the Antitrust Division of the United States Department of Justice, or any successor agencies, under the HSR Act, or any successor statutes and regulations. In addition, the Purchaser hereby agrees, and upon receipt of the HSR Notice the Company hereby agrees, to use commercially reasonable efforts (i) to promptly file any HSR Filing that may be required, (ii) to obtain an early termination of any applicable waiting period and (iii) to make any further filings or information submissions and take such other actions pursuant to the HSR Act, or any successor statutes and regulations, that may be necessary, proper, or advisable. Notwithstanding anything in this Agreement or in the Warrant to promptly file the contrary, in no event shall the Company issue any additional information requested Post-Closing Shares or shall the Purchaser exercise the Warrant, in whole or in part, prior to the expiration of any applicable waiting periods and receipt by the FTC or the DOJ as soon as practicable after receipt Parties of a request therefor. The Buyer all notices, approvals, orders, qualifications, declarations and the Seller shall request early termination of the waiting period clearances under the HSR Act Act, or any successor statutes and regulations (and in the case of any issuance by the Company of any Post-Closing Shares, the Company shall use their have up to ten business days after such expiration and receipt, but in any event no less time than the respective reasonable best efforts to cause all waiting periods time permitted under Section 5.1 of this Agreement or under the HSR Act Warrant, to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedingseffect such issuance), any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. Each Party shall consult with the other prior to participating in any meetings, by telephone or person, with, or sending any correspondence to, the staff of the FTC or the DOJ, and each of the Parties shall have the right to have a representative present at any such meeting or to review any such correspondence prior to its being sent. In addition, the Buyer shall use its best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act that is required for the consummation of the transactions contemplated by this Agreement. In the event that there is an additional request by the FTC Federal Trade Commission or the DOJ imposes Antitrust Division of the United States Department of Justice, or any requirement successor agencies, which either Party reasonably believes is too excessive in scope or condition substance to warrant the continuation of the HSR Act filing and clearance process (a "Notice of Excess"), then upon written notice to the other Party, neither Party shall be obligated under this Section 5.4 to (A) respond to such formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any successor statutes or regulations (a "Formal Response") or (B) to sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses of such Party or the affiliates of such Party; provided, that, if -------- ---- the Company provides a Notice of Excess to the Purchaser, the Company shall within ten business days of the due date for the Formal Response to which such Notice of Excess applied, pay to the Purchaser in cash by check or wire transfer to an account designated by the Purchaser the amounts which follow, as applicable: (y) if the applicable HSR Notice was with respect to the consummation of the transactions contemplated hereby, no purchase price adjustment shall be made; however, the Buyer shall have the right to terminate this Agreement prior to the Closing (without any Liability whatsoever of the Buyer to the Seller 24 Month Shares or the Seller to 36 Month Shares, $[**], respectively, and (z) if the Buyer) by written notice delivered to the Seller within five (5) days following delivery to the Buyer of written notice from the FTC or the DOJ of such requirement or condition and such right of termination shall be the Buyer's sole remedy in such case; provided, however, that such termination right and any termination right arising under or in respect of Section 6(a)(vi) and Section 8(a)(ii) or otherwise hereunder shall not be exercisable applicable HSR Notice was with respect to any such requirement number of Warrant Shares which are unissuable or condition that relates unexercisable under this Section 5.4 due to any assets or activities of the Companies, the Buyer or any Affiliate of the Buyer that are not Material to the Business as conducted by the Companies, the Buyer or such Affiliate, as applicable, on the date hereof, and the Buyer shall comply with any such divestiture, hold separate or similar requirement or condition relating to any such non-Material assets or activities and shall take all other actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act in respect requirements, such amount as equals (I) $4.32 multiplied by (II) such number of any issue or matter regarding any such non-Material assets or activities. Each of the Parties shall bear the costs and expenses of preparing its filings under the HSR Act; provided, however, that all filing fees required under the HSR Act shall be paid by the BuyerWarrant Shares.

HSR Act Filings. The Buyer (a) Each of Parent and the Seller will use reasonable best efforts to file Company shall (A) make or cause to be filed made the filings required of such party hereto or any of its subsidiaries or affiliates under the HSR Act and any similar foreign competition or Antitrust Laws with respect to the FTC and the DOJ, transactions contemplated by this Agreement as promptly as practicable but in no event later than March 9and, 2000 the Notification and Report -33- 35 Form and related materials required to be filed in connection with the transactions contemplated in this Agreement pursuant respect to the HSR Act, and to promptly file in any additional information requested by event within ten (10) Business Days after the FTC or date of this Agreement, (B) comply at the DOJ as soon as earliest practicable after receipt of a date with any request therefor. The Buyer and the Seller shall request early termination of the waiting period under the HSR Act or any similar foreign competition or Antitrust Laws for additional information, documents, or other materials received by such party hereto or any of its subsidiaries from the United States Federal Trade Commission or the United States Department of Justice or any other Governmental Entity in respect of such filings or such transactions, and (C) cooperate with the other party in connection with any such filing (including, with respect to the party hereto making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws with respect to any such filing or any such transaction. Each of Parent and the Company shall promptly inform the other parties hereto of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filing. No party hereto shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. The parties hereto 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 hereto in connection with proceedings under or relating to the HSR Act or other foreign competition or Antitrust Laws. Each of the parties hereto will use their respective all commercially reasonable best efforts to cause all secure termination of any waiting periods under the HSR Act to terminate and any similar foreign competition or expire at Antitrust Laws and obtain the earliest possible date and to resist in good faith, at each approval of their respective cost and expense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. Each Party shall consult with the other prior to participating in any meetings, by telephone or person, with, or sending any correspondence to, the staff of the FTC or the DOJ, and each of the Parties shall have the right to have a representative present at any such meeting or to review any such correspondence prior to its being sent. In addition, the Buyer shall use its best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act that is required Governmental Entity for the consummation of the transactions contemplated by this Agreement. In Each of Parent and the event that Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the FTC other under this Section 5.11 "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the DOJ imposes any requirement Company, as the case may be) or condition with respect to the consummation of the transactions contemplated hereby, no purchase price adjustment shall be made; however, the Buyer shall have the right to terminate this Agreement prior to the Closing (without any Liability whatsoever of the Buyer to the Seller or the Seller to the Buyer) by written notice delivered to the Seller within five (5) days following delivery to the Buyer of written notice from the FTC or the DOJ of such requirement or condition and such right of termination shall be the Buyer's sole remedy in such caseits legal counsel; provided, however, that such termination right and any termination right arising under or in respect of Section 6(a)(vi) and Section 8(a)(ii) or otherwise hereunder shall not be exercisable with respect to any such requirement or condition that relates to any assets or activities materials concerning the valuation of the Companies, the Buyer or any Affiliate of the Buyer that are not Material to the Business as conducted by the Companies, the Buyer or such Affiliate, as applicable, on the date hereof, and the Buyer shall comply with any such divestiture, hold separate or similar requirement or condition relating to any such non-Material assets or activities and shall take all other actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act in respect of any issue or matter regarding any such non-Material assets or activities. Each of the Parties shall bear the costs and expenses of preparing its filings under the HSR Act; provided, however, that all filing fees required under the HSR Act shall Company may be paid by the Buyerredacted.

HSR Act Filings. The Buyer Each of the parties hereto undertakes and agrees to file as soon as reasonably practicable after the date hereof, a Notification and Report Form under the HSR Act with the Federal Trade Commission and the Seller will use reasonable best efforts to file or cause to be filed with the FTC Antitrust Division. Company, RBP, Partners and the DOJ, Shareholders shall (a) respond as promptly as reasonably practicable but in no event later than March 9, 2000 to any inquiries received from the Notification Federal Trade Commission or the Antitrust Division for additional information or documentation and Report -33- 35 Form to all inquiries and related materials required to be filed requests received from any State Attorney General or other Government Entity in connection with the transactions contemplated in this Agreement pursuant to the HSR Act, antitrust matters and to promptly file (b) not extend any additional information requested by the FTC or the DOJ as soon as practicable after receipt of a request therefor. The Buyer and the Seller shall request early termination of the waiting period under the HSR Act and shall use their respective reasonable best efforts to cause all waiting periods under the HSR Act to terminate or expire at the earliest possible date and to resist in good faith, at each of their respective cost and expense (including the institution or defense of legal proceedings), enter into any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby. Each Party shall consult agreement with the other prior to participating in any meetings, by telephone or person, with, or sending any correspondence to, the staff of the FTC Federal Trade Commission or the DOJ, and each of the Parties shall have the right Antitrust Division not to have a representative present at any such meeting or to review any such correspondence prior to its being sent. In addition, the Buyer shall use its best efforts to take or cause to be taken all actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to the HSR Act that is required for the consummation of consummate the transactions contemplated by this Agreement, except with the prior written consent of the Buyer (subject to applicable Law). In Company, RBP, Partners and Shareholders shall (i) promptly notify Buyer of any communication to either of them from the event that Federal Trade Commission, the FTC Antitrust Division, any State Attorney General or any other Government Entity and, subject to applicable Law, permit Buyer to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any Government Entity in respect of any filings, investigation or inquiry concerning this Agreement or the DOJ imposes transactions contemplated hereby unless it consults with Buyer in advance and, to the extent permitted by such Government Entity, gives Buyer the opportunity to attend and participate thereat; and (iii) furnish Buyer with copies of all correspondence, filings, and communications between them and their Affiliates and their respective representatives on the one hand, and any requirement Government Entity or condition members or their respective staffs on the other hand, with respect to the consummation of this Agreement and the transactions contemplated hereby. The foregoing notwithstanding, in no purchase price adjustment event shall Buyer be made; howeverrequired to sell, the Buyer shall have the right to terminate this Agreement prior to the Closing divest, hold separately or otherwise dispose of any of its or its Affiliates’ assets, businesses or lines of business (without any Liability whatsoever of the Buyer to the Seller or the Seller Purchased Assets) in order to the Buyer) by written notice delivered to the Seller within five (5) days following delivery to the Buyer of written notice from the FTC or the DOJ of such requirement or condition and such right of termination shall be the Buyer's sole remedy in such case; provided, however, that such termination right and any termination right arising under or in respect of Section 6(a)(vi) and Section 8(a)(ii) or otherwise hereunder shall not be exercisable with respect to any such requirement or condition that relates to any assets or activities of the Companies, the Buyer or any Affiliate of the Buyer that are not Material to the Business as conducted by the Companies, the Buyer or such Affiliate, as applicable, on the date hereof, and the Buyer shall comply with the foregoing, nor shall Buyer be required to agree to or observe any such divestiture, hold separate restrictions or similar requirement limitations on its ability to conduct or condition relating engage in any line of business in order to any such non-Material assets or activities and shall take all other actions necessary, proper or advisable to obtain any consent, waiver, approval or authorizations relating to comply with the HSR Act in respect of any issue or matter regarding any such non-Material assets or activities. Each of the Parties shall bear the costs and expenses of preparing its filings under the HSR Act; provided, however, that all filing fees required under the HSR Act shall be paid by the Buyerforegoing.