Common use of HSR Matters Clause in Contracts

HSR Matters. Each party hereto shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. Each party hereby agrees to use its reasonable best efforts to cause a termination of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to respond promptly to all investigatory requests as may be made by the government. In the event that a Request for Additional Information is issued under the HSR Act, each party agrees to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized of the status of any inquiries made of such party by the Department of Justice, Federal Trade Commission or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees to be paid by Purchaser or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid one-half by the Purchaser and one-half by the Company.

HSR Matters. Each party hereto shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. Each Upon the terms and subject to the conditions set forth in this Agreement, each party hereby agrees to use its commercially reasonable best efforts to cause a termination of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to use its commercially reasonable efforts to respond promptly to all investigatory requests as may be made by the governmentgovernment under the HSR Act in connection with the transactions contemplated hereby. In the event that a Request for Additional Information is issued under the HSR Act, each party agrees to use its commercially reasonable efforts to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized of the status of any inquiries made of such party by the Department of Justice, Federal Trade Commission or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees to be paid by Purchaser Parent, Merger Sub or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid one-half by Parent. To the Purchaser extent any other antitrust or similar notification or consent is required from any other Governmental Entity, such filings and one-half costs shall be undertaken and borne by the CompanyParent.

HSR Matters. Each party hereto Buyer and Seller have each filed their respective Notification Reports with the FTC respecting the transactions contemplated by this Agreement and have requested early termination under the HSR Act. Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant use their respective commercially reasonable efforts to (a) obtain all authorizations or waivers required under the HSR Act with respect to consummate the transactions contemplated hereby hereby, including making all filings with the Antitrust Division of the DOJ and the FTC required in connection therewith and (b) respond as promptly as practicable after to all inquiries received from the date hereofDOJ or the FTC for additional information or documentation. Each such Buyer shall be responsible for paying all filing shall request early termination of the waiting periods imposed by fees associated with filings under the HSR Act. Each party hereby agrees of Buyer and Seller shall furnish to use the other Party such necessary information and reasonable assistance as the other may reasonably request in connection with its reasonable best efforts to cause a termination preparation of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to respond promptly to all investigatory requests as may be made by the government. In the event any filing that a Request for Additional Information is issued necessary under the HSR Act, . Buyer and Seller shall keep each party agrees to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized apprised of the status of any communications with, and any inquiries made or requests for additional information from, the FTC or the DOJ. Notwithstanding any term or provision set forth herein to the contrary, each of Buyer and Seller shall have the right to terminate this Agreement, and their respective Affiliates shall have the right to terminate the Terminal Asset Purchase Agreement upon receipt from the DOJ or FTC of a second inquiry for additional information or documentation after compliance by Seller and Buyer with any such party initial inquiry by the Department DOJ or FTC. Notwithstanding anything to the contrary contained herein, Buyer shall have no obligation to sell or divest any of Justice, Federal Trade Commission its assets or any other governmental agency of the assets of its Affiliates assets pursuant to any Divestiture Order, and Buyer’s (or authority its Affiliates’) failure to sell or members divest any of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees its assets shall not be deemed to be paid a breach or default by Purchaser or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid one-half by the Purchaser and one-half by the CompanyBuyer of this Agreement.

HSR Matters. Each party hereto shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. Each party hereby agrees to use its commercially reasonable best efforts to cause a termination of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to respond promptly to all investigatory requests as may be made by the government. In the event that a Request for Additional Information is issued under the HSR Act, each party agrees to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized of the status of any inquiries made of such party by the Department of Justice, Federal Trade Commission or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees to be paid by Purchaser Parent, Merger Sub or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid one-half by Company. To the Purchaser extent any other antitrust or similar notification or consent is required from any other Governmental Entity, such filings and one-half costs shall be undertaken and borne by the Company.

HSR Matters. Each party hereto Buyer and Seller have each filed their respective Notification Reports with the FTC respecting the transactions contemplated by this Agreement and have requested early termination under the HSR Act. Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant use their respective commercially reasonable efforts to (a) obtain all authorizations or waivers required under the HSR Act with respect to consummate the transactions contemplated hereby hereby, including making all filings with the Antitrust Division of the DOJ and the FTC required in connection therewith and (b) respond as promptly as practicable after to all inquiries received from the date hereofDOJ or the FTC for additional information or documentation. Each such Buyer shall be responsible for paying all filing shall request early termination of the waiting periods imposed by fees associated with filings under the HSR Act. Each party hereby agrees of Buyer and Seller shall furnish to use the other Party such necessary information and reasonable assistance as the other may reasonably request in connection with its reasonable best efforts to cause a termination preparation of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to respond promptly to all investigatory requests as may be made by the government. In the event any filing that a Request for Additional Information is issued necessary under the HSR Act, . Buyer and Seller shall keep each party agrees to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized apprised of the status of any communications with, and any inquiries made or requests for additional information from, the FTC or the DOJ. Notwithstanding any term or provision set forth herein to the contrary, each of Buyer and Seller shall have the right to terminate this Agreement and their Affiliates shall have the right to terminate the Pipeline Asset Purchase Agreement upon receipt from the DOJ or FTC of a second inquiry for additional information or documentation after compliance by Seller and Buyer with any such party initial inquiry by the Department DOJ or FTC. Notwithstanding anything to the contrary contained herein, Buyer shall have no obligation to sell or divest any of Justice, Federal Trade Commission its assets or any other governmental agency of the assets of its Affiliates assets pursuant to any Divestiture Order, and Buyer’s (or authority its Affiliates’) failure to sell or members divest any of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees its assets shall not be deemed to be paid a breach or default by Purchaser or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid one-half by the Purchaser and one-half by the CompanyBuyer of this Agreement.

HSR Matters. Each party hereto shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. Each party hereby agrees to use its reasonable best efforts to cause a termination of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to respond promptly to all investigatory requests as may be made by the government. In the event that a Request for Additional Information is issued under the HSR Act, each party agrees to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized apprised of the status of any inquiries made of such party by the Department of Justice, Federal Trade Commission or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees to be paid by Purchaser or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid one-half by the Purchaser. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by either Purchaser or the Company or any Subsidiary to consummate the transactions contemplated hereby, (i) the Company shall not, without Purchaser's prior written consent, commit to any divestiture transaction, or commit to alter its business or commercial lines in any way or any Subsidiary’s business or commercial lines in any way, and one-half by (ii) Purchaser shall not be required to (A) divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the CompanyCompany or any Subsidiary (or any of the businesses, product lines or assets of the Company or any Subsidiary) or Purchaser or any of its affiliates (or any of the businesses, product lines or assets of Purchaser or any of its affiliates), or (B) alter or restrict in any way the business or commercial practices of Purchaser, any of its affiliates, or the Company or any Subsidiary.

HSR Matters. Each party hereto shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. Each party hereby agrees to use its reasonable best efforts to cause a termination of the waiting period under the HSR Act without the entry by a court of competent jurisdiction of an order enjoining the consummation of the transactions contemplated hereby at as early a date as possible. Each party also agrees to respond promptly to all investigatory requests as may be made by the government. In the event that a Request for Additional Information is issued under the HSR Act, each party agrees to furnish all information required and to comply substantially with such Request as soon as is practicable after its receipt thereof so that any additional applicable waiting period under the HSR Act may commence. Each party will keep the other party apprized apprised of the status of any inquiries made of such party by the Department of Justice, Federal Trade Commission or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby. All filing fees to be paid by Purchaser or the Company in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid one-half by the Purchaser. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by either Purchaser or the Company or any Subsidiary to consummate the transactions contemplated hereby, (i) the Company shall not, without Purchaser's prior written consent, commit to any divestiture transaction, or commit to alter its business or commercial lines in any way or any Subsidiary's business or commercial lines in any way, and one-half by (ii) Purchaser shall not be required to (A) divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the CompanyCompany or any Subsidiary (or any of the businesses, product lines or assets of the Company or any Subsidiary) or Purchaser or any of its affiliates (or any of the businesses, product lines or assets of Purchaser or any of its affiliates), or (B) alter or restrict in any way the business or commercial practices of Purchaser, any of its affiliates, or the Company or any Subsidiary.

HSR Matters. Each party hereto (a) Purchaser and Seller shall make an appropriate (i) promptly make, or cause to be made, a filing of a the applicable HSR Notification and Report Form pursuant to the HSR Act with respect to the Acquisition Transactions (and in any event within ten (10) Business Days unless otherwise agreed by Purchaser and Seller) following the execution of this Agreement, (ii) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Authority pursuant to the HSR Act, and (iii) use its commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby as soon as practicable. The parties shall use their respective commercially reasonable efforts to promptly as practicable after obtain, and to cooperate with each other to promptly obtain, all necessary authorizations, approvals, clearances, consents, actions or non-actions of any Governmental Authority in connection with the date hereof. Each such filing shall request early termination of the waiting periods imposed by the HSR Actabove filings, applications or notifications. Each party hereby shall promptly inform the other party of any material communication between itself (including its Representatives) and any Governmental Authority regarding any of the transactions contemplated hereby. If a party or any of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Authority with respect to the transactions contemplated hereby, then subject to Section 6.18(b), the party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. (b) Seller, on the one hand, and Purchaser, on the other hand, shall, to the extent permissible by applicable Law, promptly and fully inform or furnish the other with copies of material notices or other material communications between Seller or Purchaser (including their respective Affiliates and Representatives), as the case may be, and any third party and/or Governmental Authority with respect to such transactions; provided, however, that no privileged information or information that is deemed to be competitively sensitive is required to be shared. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 6.18(b) as “outside counsel only”, and such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials on the advice of counsel. The Seller, on the one hand, and Purchaser, on the other hand, shall give the other party and its counsel a reasonable opportunity to review in advance, to the extent practicable, and consult with one another on and in consideration of the views and input of the other party in connection with, any proposed material written communication or submission to any Governmental Authority relating to the transactions contemplated by this Agreement. Each party agrees not to participate in any substantive meeting, conference, or discussion, either in person or by telephone or videoconference, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party, including its outside counsel, reasonable notice and the opportunity to attend and participate. Notwithstanding the foregoing or any other provision of this Agreement, Purchaser shall control, lead, and have final decision-making authority with respect to all communications and strategy in connection with any investigation or litigation by a Governmental Authority arising from the HSR Notification Forms filed with respect to the Acquisition Transaction; provided, however, that Purchaser shall consult with Seller and consider in good faith Seller’s input regarding such matters. Seller shall use commercially reasonable efforts to cooperate with, and provide support to, Purchaser in connection with any negotiations with or investigations or litigation by a Governmental Authority. Nothing herein shall prohibit Purchaser or Seller from: (i) scheduling and holding routine meet and confer communications with any Governmental Authority about the scope of specifications or other data requests unique to that party without participation of the other party but each party shall keep the other party fully and timely informed of all such communications or (ii) complying with any subpoena or other legal process required by Law or submitting documents or information in response to a request from a Governmental Authority. (c) Each of the parties shall use its respective commercially reasonable best efforts to cause a termination of resolve objections, if any, as may be asserted by any Governmental Authority with respect to the waiting period transactions contemplated by this Agreement under the HSR Act without and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other antitrust Laws that are designed to prohibit, restrict or regulate actions having the entry by a court purpose or effect of competent jurisdiction monopolization or restraint of an order enjoining trade or constituting anticompetitive conduct. Subject to the consummation other terms of this Section 6.18(c), each of the transactions contemplated hereby at as early a date as possible. Each party also agrees parties shall use commercially reasonable efforts to respond promptly to all investigatory requests take such action as may be made by required to cause the governmentexpiration of the notice periods under the HSR Act with respect to such transactions as promptly as possible after the execution of this Agreement. In the event that If any request for additional information and documents, including a Second Request for Additional Information is issued under the HSR Act, each party agrees is received from any Governmental Authority, the Purchaser and Seller and their respective Affiliates shall use commercially reasonable efforts to furnish all information required and to substantially comply substantially with such Request as soon as is request at the earliest practicable after its receipt thereof so that any additional applicable waiting period under date. Notwithstanding the HSR Act may commence. Each party will keep the other party apprized of the status of any inquiries made of such party by the Department of Justice, Federal Trade Commission foregoing or any other governmental agency provision of this Agreement, nothing contained in this Agreement shall require or authority obligate the Purchaser or members its Affiliates to: (i) agree to defend any action or actions if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the contemplated transactions,; (ii) commence any litigation or proceeding with any Governmental Authority or third party; (iii) enter into any settlement, undertaking, tolling agreement, consent decree or stipulation with or required by any Governmental Authority in connection with the transactions contemplated hereby, or otherwise agree or become subject to any restrictions, conditions, limitations or other understandings on or with respect to the operation of their respective staffs the business of the Purchaser, any of its Affiliates, or the Seller; (iv) propose or agree to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of any business, assets or operations of Purchaser, any of its Affiliates, or the Seller; (v) terminate any existing relationship, contractual right or other obligation of Purchaser, any of its Affiliates or the Seller; (vi) seeking to have lifted, vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby. All filing fees ; or (vii) pay or commit to be paid by Purchaser pay any material amount of cash or the Company other consideration, or incur or commit to incur any material liability or other obligation, in connection with filing Notification obtaining and Report Forms pursuant maintaining any approval, consent, registration, permit, authorization and other confirmation in connection with any settlement, undertaking, tolling agreement, consent decree or stipulation with or required by any Governmental Authority in connection with the Acquisition Transactions. (d) Purchaser shall not acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity securities, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Authority seeking or entering an order prohibiting the consummation of the transactions contemplated by this Agreement; or (iii) materially delay or prevent the consummation of the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, Seller and its Affiliates shall not, without the prior written consent of Purchaser, enter into any settlement, undertaking, tolling agreement, consent decree or stipulation with or required by any Governmental Authority in connection with the transactions contemplated hereby, or otherwise agree or become subject to any restrictions, conditions, limitations or other understandings on or with respect to the operation of the business of Purchaser, any of its Affiliates or Seller, in each case imposed by such Governmental Authority under the HSR Act shall be paid one-half by the Purchaser and one-half by the CompanyAct.