HSR Determination Clause Samples

HSR Determination. 14 Section 6.11

HSR Determination. On or prior to the Closing Buyer shall provide to Seller the determination by its board of directors or the board of directors' delegatee that the assets owned by the Company have been evaluated in accordance with the procedures set forth in 16 C.F.R. 801.10(b) and the board of directors or the board of directors' delegatee has determined that the value of those assets which do not fall within exemptions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is l▇▇▇ ▇▇▇▇ $▇▇,▇▇▇,000, with result being that no filing is required under this statute.

HSR Determination. Within [***] days following the receipt of the Opt-Out notice from the Opt-Out Party, the Continuing Party shall notify, in writing, the Opt-Out Party whether an HSR Filing is necessary (“HSR Determination Notification”), and if an HSR Filing is necessary, each Partnership Party shall as promptly as possible, but in no event later than [***] days following the Opt-Out Party’s receipt of the HSR Determination Notification, (or such later time as may be agreed to in writing by the Partnership Parties), file with the FTC and the DOJ, any HSR Filing required of it under the HSR Act with respect to the relevant Opt-Out. The Partnership Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR Filing. Each Partnership Party will use its respective Commercially Reasonable Efforts to resolve as promptly as practicable any objections that may be asserted with respect to such Opt-Out under any antitrust, competition or trade regulatory law, and to otherwise obtain HSR Clearance as promptly as practicable. In connection with obtaining HSR Clearance from the FTC, the DOJ or any other Governmental Authority, CRISPR and its Affiliates will not be required to, and Sirius-US and its Affiliates will not be required to, (i) sell, divest (including through a license or a reversion of licensed or assigned rights), hold separate, transfer or dispose of any assets, operations, rights, product lines, businesses or interest therein of CRISPR or any of its Affiliates or Sirius-US or any of its Affiliates (or consent to any of the foregoing actions); or (ii) litigate or otherwise formally oppose any determination (whether judicial or administrative in nature) by a Governmental Authority seeking to impose any of the restrictions referenced in clause (i) above. Neither Partnership Party may seek early termination (or early determination) of the HSR Act waiting period without the other Partnership Party’s prior written consent, or commit to or agree to stay, toll, or extend any applicable waiting period under the HSR Act, or pull or refile any filing made under the HSR Act, or enter into any timing agreement or agree not to consummate the transactions contemplated hereby for any period of time, without the other Partnership Party’s prior written consent. Each Partnership Party shall be responsible for its own costs and expenses associated with such HSR Filing, provided, however, that each Partnership Party shall pay half of any filing fees ass...