Common use of HSR Filings Clause in Contracts

HSR Filings. Caldera, SCO and Newco will as promptly as practicable prepare and file the applicable notices and forms (if any) required to be filed by them under the HSR Act or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated hereby.

HSR Filings. CalderaEach of Seller, SCO Purchaser and Newco will Parent shall make (or shall cause its respective "ultimate parent entities" as promptly as practicable prepare and file the applicable notices and forms (if any) required to be filed by them defined under the HSR Act or comparable laws of non-U.S. to make) any and all required governmental entities, and comply promptly with any appropriate requests from filings required under the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority HSR Act ("HSR Filings") with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable this Agreement and after consultation with the other parties, an appropriate response in compliance with such requestAncillary Agreements. Further, no written materials Neither Seller nor Purchaser shall be submitted by obligated to respond to any party to the Federal Trade Commission, inquiries or requests for additional information or documentation from the Department of Justice ("DOJ"), the Federal Trade Commission ("FTC") or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations Entity, as applicable. Neither Seller, Purchaser nor Parent shall be required hereunder to divest itself of any other state assets, properties or countrybusinesses, and neither Seller, Purchaser nor Parent shall be required to consent to any oral communications be initiated with such governmental entities modification or amendment of this Agreement if requested by any partyDOJ, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice FTC or any other Governmental Antitrust Authority Entity, as applicable. In the event an action is instituted by DOJ, FTC or any other Governmental Entity, as applicable, challenging the Acquisition as violative of applicable antitrust laws or an investigation is commenced, neither Seller, Purchaser nor Parent shall be obligated to resist or resolve such action or investigation. Each of Seller and Purchaser will notify the other of all correspondence, filings or communications between such party and its representatives, on the one hand, and DOJ, FTC or any other Governmental Entity, as applicable, on the other hand, with respect to this Agreement, the Ancillary Agreements and the transactions contemplated herein and therein. Each of Seller, Purchaser and Parent will furnish the other with such necessary information and reasonable assistance as such other parties may request in connection with the transactions contemplated herebypreparation of the HSR Filings. Each of Purchaser, Seller, and Parent shall, from time to time and on a reasonably timely basis, advise the other, of its designated representatives, in reasonable detail of the status and progress of Purchaser's or Seller's, as applicable, HSR Filings.

HSR Filings. CalderaAs promptly as practicable and in any event not more than two (2) Business Days after the date of this Agreement with respect to any initial filing pursuant to the HSR Act, SCO both Parties shall file with all Governmental Authorities that may be necessary in order to consummate the transactions, including the Federal Trade Commission and Newco will the Department of Justice, as applicable, the required notification and report forms and shall as promptly as practicable prepare furnish any supplemental information that may be requested in connection therewith, and file request early termination of the applicable notices and forms (if any) required to be filed by them waiting period under the HSR Act or comparable laws Act. Each Party shall bear its own costs and expenses incurred in connection with any such filing and provision of non-U.S. governmental entitiesinformation, and comply Buyer and Seller shall each bear one-half of the costs of any filing fee required under the HSR Act. The Parties hereto shall have the right to review in advance all characterizations of the information relating to this Agreement and the transactions contemplated hereby that appear in any filing made with a Governmental Authority as contemplated herein. Buyer and Seller agree to respond promptly with to any appropriate requests inquiries from Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and to comply in all material respects with the United States filing requirements of the HSR Act. Buyer and Seller shall consult and cooperate with each other and, subject to the terms of the Confidentiality Agreement, shall promptly furnish all information to the other Party that is necessary in connection with Buyer’s and Seller’s compliance with the HSR Act. Buyer and Seller shall keep each other fully apprised with respect to any requests from or communications with Governmental Authorities, including the Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, concerning such filings and shall consult with each other with respect to all responses thereto and consider any comments of the Department other Party in good faith. Each of Justice Seller and Buyer shall use their commercially reasonable efforts to take all actions reasonably necessary and appropriate in connection with any HSR Act filing to consummate the transactions hereby as soon as practicable; provided, however, in no event will either of the Parties or their respective Affiliates be required to agree to any other Governmental Antitrust Authority regarding divestiture, transfer or licensing of its properties, assets or businesses, or to the imposition of any limitation on the ability of any of the transactions contemplated hereby. If any party foregoing to conduct its businesses or any Affiliate to own or exercise control of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable its assets and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated herebyproperties.

HSR Filings. Caldera, SCO and Newco will as promptly as practicable prepare and file the applicable notices and forms (if any) required to be filed by them under If compliance with the HSR Act or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any is required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated by this Agreement, as promptly as practicable and in any event not later than February 29, 2012, each Party shall file with the Federal Trade Commission and the Department of Justice, as applicable, the required notification and report forms and shall as promptly as practicable furnish any supplemental information that may be requested in connection therewith. Each Party shall request, and take all reasonable steps to achieve, early termination of applicable waiting periods. Buyer shall bear all filing fees under the HSR Act and each Party shall bear its own costs for the preparation of any such filing and its other costs associated with compliance with the HSR Act. The Parties shall have the right to review in advance all characterizations of the information relating to this Agreement and the transactions contemplated hereby that appear in any filing made with a Governmental Authority as contemplated herein. Buyer and Seller agree to respond promptly to any inquiries from Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and to comply in all material respects with the filing requirements of the HSR Act or other applicable Law. Buyer and Seller shall cooperate with each other and, subject to the terms of the Confidentiality Agreement, shall promptly furnish all information to the other Party that is necessary in connection with Buyer’s and Seller’s compliance with the HSR Act or other applicable Law. Buyer and Seller shall keep each other fully apprised with respect to any requests from or communications with Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and shall consult with each other with respect to all responses thereto. Each of Seller and Buyer shall use its Commercially Reasonable Efforts to take all actions reasonably necessary and appropriate in connection with any HSR Act or other applicable Law filing to consummate the transactions contemplated hereby.

HSR Filings. Caldera, SCO and Newco will as promptly as ----------- practicable prepare and file the applicable notices and forms (if any) required to be filed by them under the HSR Act or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to ------------ prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated hereby.

HSR Filings. CalderaIf compliance with the HSR Act is required in connection with the transactions contemplated by this Agreement, SCO and Newco will as promptly as practicable prepare and in any event not later than three (3) Business Days after the Signing Date, each Party shall file with the Federal Trade Commission and the Department of Justice, as applicable, the required notification and Specific terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. report forms and shall as promptly as practicable furnish any supplemental information that may be requested in connection therewith. Each Party shall request, and take all reasonable steps to achieve, early termination of applicable notices and forms (if any) required to be filed by them waiting periods. Purchaser shall bear all filing fees under the HSR Act and each Party shall bear its own costs for the preparation of any such filing and its other costs associated with compliance with the HSR Act. The Parties shall have the right to review in advance all characterizations of the information relating to this Agreement and the transactions contemplated hereby that appear in any filing made with a Governmental Authority as contemplated herein. Purchaser and Seller agree to respond promptly to any inquiries from Governmental Authorities, including the Department of Justice or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, concerning such filings and to comply in all material respects with the United States filing requirements of the HSR Act or other applicable Law. Purchaser and Seller shall cooperate with each other and, subject to the terms of the Confidentiality Agreement, shall promptly furnish all information to the other Party that is necessary in connection with Purchaser’s and Seller’s compliance with the HSR Act or other applicable Law. Purchaser and Seller shall keep each other fully apprised with respect to any requests from or communications with Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and shall consult with each other with respect to all responses thereto. Each of Seller and Purchaser shall use its Commercially Reasonable Efforts to take all actions reasonably necessary and appropriate in connection with any HSR Act or other applicable Law filing to consummate the transactions contemplated hereby. Purchaser shall take, or cause to be taken, any and all actions, including the disposition of assets, required by any Governmental Antitrust Authority to be taken by Purchaser or its Affiliates as a condition to the granting of any consent necessary for additional information and documentary material. The parties hereto will not take the consummation of the transactions contemplated hereby or as may be required to avoid, lift, vacate or reverse any legislative, administrative or judicial action that will would otherwise reasonably be expected to materially impair or delay the consummation of the transactions contemplated by this Agreement unless such action involves the disposition of assets which have the effect a fair market value in excess of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust AuthorityTwenty Million Dollars ($20,000,000). Without limiting the generality of the parties' undertakings pursuant foregoing, such actions taken by Purchaser or its Affiliates may include, but are not limited to: (i) divesting, selling or otherwise disposing of, or holding separate and agreeing to this Section 1.12sell or otherwise dispose of, the parties shall use their reasonable best efforts to prevent the entry any entities, assets or facilities of Purchaser or its Affiliates, (ii) terminating, amending or assigning such existing relationships and contractual rights and obligations of Purchaser or its Affiliates, and (iii) amending, assigning or terminating such existing agreements of Purchaser or its Affiliates and entering into such new agreements (and, in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance each case, entering into agreements with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other relevant Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority giving effect thereto) in each case with respect to the transactions contemplated herebyforegoing clauses (i), then (ii) or (iii) if such party action is necessary or advisable or as may be required by any Governmental Authority, provided that any such action shall endeavor in good faith to make or cause not be required to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party effective prior to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated herebyClosing.

HSR Filings. CalderaSeller, SCO Purchaser and Newco will Parent shall make (or shall cause its respective "ultimate parent entities" as promptly as practicable prepare and file the applicable notices and forms (if any) required to be filed by them defined under the HSR Act or comparable laws to make) and shall cause the JDA Subs and the Intactix Subs to make any and all required governmental filings including filings required under the HSR Act ("HSR Filings") and similar legislation in the countries of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department domicile of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust Authority. Without limiting the generality each of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority Intactix Subs with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable this Agreement and after consultation with 34 35 the other partiesTransaction Agreements. Neither Parent, an appropriate response in compliance with such request. Further, no written materials Seller nor Purchaser shall be submitted by obligated to respond to any party to the Federal Trade Commission, requests for additional information or documentation from the Department of Justice ("DOJ"), the Federal Trade Commission ("FTC") or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations Entity, as applicable. Neither Seller, Purchaser nor Parent shall be required hereunder to divest itself of any other state assets, properties or countrybusinesses, and neither Seller, Purchaser nor Parent shall be required to consent to any oral communications be initiated with such governmental entities modification or amendment of this Agreement if requested by any partyDOJ, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice FTC or any other Governmental Antitrust Authority Entity, as applicable. In the event an action is instituted by DOJ, FTC or any other Governmental Entity, as applicable, challenging the Acquisition as violative of applicable antitrust laws or an investigation is commenced, neither Seller, Purchaser nor Parent shall be obligated to resist or resolve such action or investigation. Seller and Parent will notify Purchaser and Purchaser will notify Parent and Seller of all correspondence, filings or communications between such party and its representatives, on the one hand, and DOJ, FTC or any other Governmental Entity, as applicable, on the other hand, with respect to the Transaction Agreements and the transactions contemplated herein and therein. Seller and Parent will furnish and will cause each Intactix Sub to furnish Purchaser, and Purchaser will furnish and will cause each JDA Sub to furnish Parent and Seller with such necessary information and reasonable assistance as such other parties may request in connection with the transactions contemplated herebypreparation of the HSR Filings and similar filings required in the jurisdictions of domicile of each Intactix Sub ("Foreign Antitrust Filings") to the extent required. Seller, Parent and Purchaser shall, from time to time and on a reasonably timely basis, advise the other, of its designated representatives, in reasonable detail of the status and progress of Purchaser's or Sellers', as applicable, HSR Filings and Foreign Antitrust Filings.

HSR Filings. CalderaAs promptly as practicable and in any event not more than two (2) Business Days after the date of this Agreement with respect to any initial filing pursuant to the HSR Act, SCO both Parties shall file with all Governmental Authorities that may be necessary in order to consummate the transactions, including the Federal Trade Commission and Newco will the Department of Justice, as applicable, the required notification and report forms and shall as promptly as practicable prepare furnish any supplemental information that may be requested in connection therewith, and file request early termination of the applicable notices and forms (if any) required to be filed by them waiting period under the HSR Act or comparable laws Act. Each Party shall bear its own costs and expenses incurred in connection with any such filing and provision of non-U.S. governmental entitiesinformation, and comply Buyer and Seller shall each bear one-half of the costs of any filing fee required under the HSR Act. The Parties hereto shall have the right to review in advance all characterizations of the information relating to this Agreement and the transactions contemplated hereby that appear in any filing made with a Governmental Authority as contemplated herein. Xxxxx and Seller agree to respond promptly with to any appropriate requests inquiries from Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and to comply in all material respects with the United States filing requirements of the HSR Act. Buyer and Seller shall consult and cooperate with each other and, subject to the terms of the Confidentiality Agreement, shall promptly furnish all information to the other Party that is necessary in connection with Buyer’s and Seller’s compliance with the HSR Act. Buyer and Seller shall keep each other fully apprised with respect to any requests from or communications with Governmental Authorities, including the Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, concerning such filings and shall consult with each other with respect to all responses thereto and consider any comments of the Department other Party in good faith. Each of Justice Seller and Buyer shall use their commercially reasonable efforts to take all actions reasonably necessary and appropriate in connection with any HSR Act filing to consummate the transactions hereby as soon as practicable; provided, however, in no event will either of the Parties or their respective Affiliates be required to agree to any other Governmental Antitrust Authority regarding divestiture, transfer or licensing of its properties, assets or businesses, or to the imposition of any limitation on the ability of any of the transactions contemplated hereby. If any party foregoing to conduct its businesses or any Affiliate to own or exercise control of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable its assets and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated herebyproperties.

HSR Filings. Caldera, SCO and Newco will as promptly as practicable prepare and file the applicable notices and forms (if any) required to be filed by them under If compliance with the HSR Act or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any is required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated by this Agreement, as promptly as practicable and in any event not later than fifteen (15) Business Days after the Signing Date, each Party shall file with the Federal Trade Commission and the Department of Justice, as applicable, the required notification and report forms and shall as promptly as practicable furnish any supplemental information that may be requested in connection therewith. Each Party shall request, and use its Commercially Reasonable Efforts to achieve, early termination of applicable waiting periods. Purchaser shall bear all filing fees under the HSR Act and each Party shall bear its own costs for the preparation of any such filing and its other costs associated with compliance with the HSR Act. The Parties shall have the right to review in advance all characterizations of the information relating to this Agreement and the transactions contemplated hereby that appear in any filing made with a Governmental Authority as contemplated herein. Purchaser and Seller agree to respond promptly to any inquiries from Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and to comply in all material respects with the filing requirements of the HSR Act or other applicable Law. Purchaser and Seller shall cooperate with each other and, subject to the terms of the Confidentiality Agreement, shall promptly furnish all information to the other Party that is necessary in connection with Purchaser’s and Seller’s compliance with the HSR Act or other applicable Law. Purchaser and Seller shall keep each other fully apprised with respect to any requests from or communications with Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and shall consult with each other with respect to all responses thereto. Each of Seller and Purchaser shall use its Commercially Reasonable Efforts to take all actions reasonably necessary and appropriate in connection with any HSR Act or other applicable Law filing to consummate the transactions contemplated hereby.

HSR Filings. CalderaSubject to Purchaser’s covenants contained in Section 7.01, SCO and Newco Purchaser will as (a) take promptly as all actions necessary to make the filings required of Purchaser or its Affiliates under the HSR Act, (b) seek early termination of the waiting period under the HSR Act, (c) comply at the earliest practicable prepare and file date with any requests for additional information received by Purchaser or its Affiliates from the applicable notices and forms FTC or the DOJ pursuant to the HSR Act, (if anyd) required to be filed by them cooperate with Seller in connection with Seller’s filing under the HSR Act and (e) take all commercially reasonable steps necessary to (i) cause the expiration or comparable laws termination of non-U.S. governmental entitiesthe waiting period under the HSR Act and (ii) resolve any investigation, and comply promptly with any appropriate requests from inquiry or litigation concerning the transactions contemplated by this Agreement commenced by either the Federal Trade Commission, Commission or the United States Antitrust Division of the Department of Justice Justice, state attorneys general or any other Governmental Antitrust Authority for additional person or entity, including but not limited to providing supplemental information to the FTC, the DOJ or any state attorney general with respect to antitrust issues raised by these antitrust authorities and documentary material. The parties hereto will not take making any action that will have voluntary presentation to the effect of delayingFTC, impairing DOJ or impeding the termination of any waiting period or the receipt of state attorney general in order to resolve any required approvals of a Government Antitrust Authorityantitrust issue raised by these authorities. Without limiting the generality foregoing, each party will cooperate with the other parties in connection with any filings required under the HSR Act and overcoming any objections, including (x) furnishing to other parties, upon request, such information as shall reasonably be required in connection with the preparation of the parties' undertakings pursuant to this Section 1.12’ filings under the HSR Act, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority (y) with respect to the transactions contemplated herebyby the Agreement, then such party shall endeavor coordinating responses and establishing reasonable schedules and deadlines in good faith to make connection with resolving any investigation, other inquiry, or cause to be made, as soon as reasonably practicable and after consultation with legal proceedings commenced by the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade CommissionFTC, the Department of Justice DOJ, any state attorney general or any other Governmental Antitrust Authority in connection with HSR Act compliance person or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to entity and coordination with (z) providing the other parties and its counselwith any communication received by any governmental entity with respect to the foregoing. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving Purchaser shall bear all filing fees required by the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated herebyHSR Act.

HSR Filings. Caldera, SCO and Newco will as promptly as practicable prepare and file the applicable notices and forms (if any) required to be filed by them under If compliance with the HSR Act or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any is required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated by this Agreement, as promptly as practicable and in any event not later than February 29, 2012, each Party shall file with the Federal Trade Commission and the Department of Justice, as applicable, the required notification and report forms and shall as promptly as practicable furnish any supplemental information that may be requested in connection therewith. Each Party shall request, and take all reasonable steps to achieve, early termination of applicable waiting periods. Buyer shall bear all filing fees under the HSR Act and each Party shall bear its own costs for the preparation of any such filing and its other costs associated with compliance with the HSR Act. The Parties shall have the right to review in advance all characterizations of the information relating to this Agreement and the transactions contemplated hereby that appear in any filing made with a Governmental Authority as contemplated herein. Xxxxx and Seller agree to respond promptly to any inquiries from Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and to comply in all material respects with the filing requirements of the HSR Act or other applicable Law. Buyer and Seller shall cooperate with each other and, subject to the terms of the Confidentiality Agreement, shall promptly furnish all information to the other Party that is necessary in connection with Buyer’s and Seller’s compliance with the HSR Act or other applicable Law. Buyer and Seller shall keep each other HOUSTON 1139976v.13 fully apprised with respect to any requests from or communications with Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and shall consult with each other with respect to all responses thereto. Each of Seller and Buyer shall use its Commercially Reasonable Efforts to take all actions reasonably necessary and appropriate in connection with any HSR Act or other applicable Law filing to consummate the transactions contemplated hereby.

HSR Filings. Caldera, SCO CIBER and Newco Seller will as promptly as practicable prepare and file the applicable notices and forms (if any) required to be filed by them under the HSR Xxxx-Xxxxx-Xxxxxx Act or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority Entity for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust AuthorityEntity. Without limiting the generality of the parties' undertakings pursuant to this Section 1.122.9, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority Entity or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement transaction contemplated hereby unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority Entity regarding any of the transactions contemplated hereby. If any party or any Affiliate affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority Entity with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Xxxx-Xxxxx-Xxxxxx Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority Entity in connection with the transactions contemplated hereby. The filing fee associated with the filings hereunder shall be borne by CIBER.

HSR Filings. Caldera, SCO and Newco will as promptly as practicable prepare and file the applicable notices and forms (if any) required to be filed by them under the HSR Act or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.125.5(a), the parties Company and Parent shall use their reasonable best efforts to prevent (A) duly file with the entry in a judicial or administrative proceeding brought FTC and the Antitrust Division the notification and report form (the "HSR Filing") required under the HSR Act and (B) duly make all notifications and other filings required (together with the HSR Filing, the "Antitrust Filings") under any other applicable competition, merger control, antitrust law by or similar Law or under any Governmental Antitrust Authority foreign investment Law that the Company and Parent deem advisable or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger appropriate, in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority each case with respect to the transactions contemplated herebyby this Agreement and within twenty (20) Business Days of the execution of this Agreement. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act or other Laws, then such party shall endeavor as applicable. For the avoidance of doubt and notwithstanding anything to the contrary contained in good faith this Agreement, neither the Company nor any Company Subsidiary shall, without the express written approval of Parent, commit to any divestitures, licenses or hold separate or similar arrangements with respect to assets or conduct of business arrangements as a condition to obtaining any and all approvals from any Governmental Entity for any reason in order to consummate and make or cause effective, as promptly as practicable, the Merger and the other transactions to be madeperformed or consummated by the Company and the Company Subsidiaries, as soon as reasonably practicable including, without limitation, taking any and after consultation with all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade CommissionFTC, the Department of Justice Antitrust Division, or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other Governmental Antitrust Authority order in connection with HSR Act compliance any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law or regulation, would preclude consummation of the merger control regulations of any other state or countryMerger. Neither party shall, nor shall it permit any oral communications of its Subsidiaries or Affiliates to, acquire or agree to acquire any business, Person or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, would reasonably be initiated expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver from any Governmental Entity with such governmental entities by any party, without prior disclosure respect to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated herebyby this Agreement.

HSR Filings. Caldera, SCO and Newco will as promptly as practicable prepare and file the applicable notices and forms (if any) required to be filed by them under If compliance with the HSR Act or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any is required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated by this Agreement, as promptly as practicable and in any event not later than fifteen (15) Business Days after the Signing Date, each Party shall file with the Federal Trade Commission and the Department of Justice, as applicable, the required notification and report forms and shall as promptly as practicable furnish any supplemental information that may be requested in connection therewith. Each Party shall request, and take all reasonable steps to achieve, early termination of applicable waiting periods. Purchaser shall bear all filing fees under the HSR Act and each Party shall bear its own costs for the preparation of any such filing and its other costs associated with compliance with the HSR Act. The Parties shall have the right to review in advance all characterizations of the information relating to this Agreement and the transactions contemplated hereby that appear in any filing made with a Governmental Authority as contemplated herein. Purchaser and Seller agree to respond promptly to any inquiries from Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and to comply in all material respects with the filing requirements of the HSR Act or other applicable Law. Purchaser and Seller shall cooperate with each other and, subject to the terms of the Confidentiality Agreement, shall promptly furnish all information to the other Party that is necessary in connection with Purchaser’s and Seller’s compliance with the HSR Act or other applicable Law. Purchaser and Seller shall keep each other fully apprised with respect to any requests from or communications with Governmental Authorities, including the Department of Justice or the Federal Trade Commission, concerning such filings and shall consult with each other with respect to all responses thereto. Each of Seller and Purchaser shall use its Commercially Reasonable Efforts to take all actions reasonably necessary and appropriate in connection with any HSR Act or other applicable Law filing to consummate the transactions contemplated hereby.

HSR Filings. CalderaIf required by Applicable Laws, SCO after the execution of this Agreement, both Parties shall promptly, and Newco will as in no less than [***] Business Days, file, the appropriate notices under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act (“HSR Act”). The Parties shall promptly as practicable prepare and file the applicable notices and forms (if any) make required filings to be filed by them obtain clearance under the HSR Act or comparable laws for the consummation of non-U.S. governmental entitiesthis Agreement and the transactions contemplated hereby, use reasonable efforts to obtain such clearance, and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States’ Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) and shall comply promptly with any appropriate requests from such inquiry or request; provided, however, neither Party shall be required to consent to the Federal Trade Commissiondivestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy, and each Party and its Affiliates shall have no obligation to contest, administratively or in court, any ruling, order or other action of the United States Department of Justice FTC or DOJ or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority Third Party with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such requestby this Agreement. Further, no written materials Each Party shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with HSR Act compliance or obtaining clearance of the merger control regulations transactions contemplated hereby from the FTC and the DOJ [***]. Each of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure the Parties hereto will furnish to and coordination with the other parties such necessary information and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving reasonable assistance as the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority may request in connection with the transactions contemplated herebypreparation of any required filings or submissions and will cooperate in responding to any inquiry from the FTC or DOJ and to any requests for additional information at the earliest practicable date, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to the FTC or DOJ, and supplying each other with copies of all material correspondence, filings or communications between either party and either the FTC or DOJ with respect to this Agreement. Such information can be shared on an outside counsel basis or subject to other restrictions to the extent deemed necessary or advisable by counsel for the disclosing Party. To the extent practicable and as permitted by the FTC or DOJ, each Party hereto shall permit representatives of the other Party to participate in material substantive meetings (whether by telephone or in person) with the FTC or DOJ. Neither Party shall commit to or agree with the FTC or DOJ to withdraw its filing and refile under the HSR Act without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed). In the event the Parties determine that HSR filings are required, the Effective Date shall not be deemed to have occurred and this Agreement (other than this Section 18 and Section 10) shall not be binding until the HSR Clearance Date. Notwithstanding any other provisions of this Agreement to the contrary, either Party may terminate this Agreement effective upon notice to the other Party if the HSR Clearance Date has not occurred on or before the date that is one hundred and eighty (180) days after the Parties make their respective HSR filings.

HSR Filings. Caldera, SCO Seller and Newco will as Buyer shall each (a) take promptly as practicable prepare and file all actions necessary to make the filings required of it or any of its Affiliates under the applicable notices and forms Antitrust Laws, including the HSR Act, (if anyb) required comply at the earliest practicable date with any request for additional information or documentary material received by it or any of its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to be filed by them under the HSR Act or comparable laws of non-U.S. governmental entities, and comply promptly (c) cooperate in connection with any appropriate requests from filing or submission under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry, including consulting with the other party in advance of arranging for or participating in any meeting with any Authority, concerning the transactions contemplated by this Agreement commenced by any of the Federal Trade Commission, the United States Antitrust Division of the Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination Attorney General of any waiting period or the receipt of any required approvals of a Government Antitrust Authoritystate. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties Seller and Buyer shall each use their all reasonable best efforts to prevent resolve such objections, if any, as may be asserted with respect to the entry in a judicial or administrative proceeding brought transactions contemplated by this Agreement under any antitrust law by Antitrust Law. Notwithstanding anything to the contrary herein, neither Buyer Parties nor Seller shall be required to (i) divest or hold separate, or accept any Governmental Antitrust Authority condition or limitation upon, any portion of their businesses, or (ii) divest or hold separate, or accept any condition or limitation upon, any portion of their respective businesses, products lines or assets. Seller and Buyer shall each promptly inform the other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between made to, or received by such party and from, the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If Neither Buyer nor Seller shall enter into any party proposed understanding, undertaking, or agreement with any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with HSR Act compliance or the merger control regulations of any other state or country, nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with the transactions contemplated herebyby this Agreement without the prior written consent of the other party. For purposes of this Agreement, "Antitrust Laws" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state, foreign and multinational statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

HSR Filings. Caldera, SCO and Newco will as promptly as practicable prepare and file Each of the applicable notices and forms (if any) parties represents that it has made such filings required to be filed by them of such party under the HSR Act or comparable laws of non-U.S. governmental entities, and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Antitrust Authority for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Antitrust Authority. Without limiting the generality of the parties' undertakings pursuant to this Section 1.12, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other party of any permanent or preliminary injunction or other order that would make consummation of the SCO Transaction or the Merger in accordance with the terms of this Agreement unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority regarding any of the transactions contemplated hereby. If any party or any Affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Antitrust Authority with respect to the transactions contemplated herebyby this Agreement prior to the Agreement Date. Each of the parties covenants to (a) comply, then at the earliest practicable date, with any request under the HSR Act for additional information, documents or other materials received by such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to from the Federal Trade Commission, Commission (“FTC”) or the Department of Justice (“DOJ”) or any other Governmental Antitrust Authority Entity in respect of such filings or the transactions contemplated by this Agreement; (b) cooperate with the other † Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. party in connection with any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity under the HSR Act compliance or with respect to the merger control regulations transactions contemplated by this Agreement, including furnishing to the other party any information that the other party may reasonably request; (c) keep the other party apprised of the status of any inquiries made by a Governmental Entity; and (d) use commercially reasonable efforts to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of the HSR filing; provided however, that nothing in this Section shall require Buyer to (i) incur any material Liability or obligation of any kind, (ii) agree to any sale, transfer, license, separate holding, divestiture or other state disposition of, or countryto any prohibition of, nor or to any limitation on, the acquisition, ownership, operation, effective control or exercise of full right of ownership of any asset or assets of the businesses of Buyer or Seller, (iii) agree to any other structural or conduct remedy or (iv) agree to litigate. Buyer and its counsel shall be responsible for discussions with the FTC, DOJ and any oral communications be initiated with such governmental entities by any partyother antitrust authorities, without prior disclosure to after reasonable consultation and coordination with the other parties Seller and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority Any and all fees required in connection with the transactions contemplated herebyfiling of the notices required under the HSR Act shall be borne solely by Buyer.