Initial Submissions. Seller and Buyer shall prepare and file, and shall cause their respective Affiliates to prepare and file, as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the Transactions. Without limiting the foregoing, each of Seller, on the one hand, and Buyer, on the other hand, shall make, and cause their respective Affiliates to make, their respective filing (A) pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Execution Date and no later than fifteen (15) Business Days after the Execution Date, (B) pursuant to all applicable Antitrust Laws (other than the HSR Act) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, (C) pursuant to all applicable Foreign Investment Laws and the FSR (if applicable) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, and (D) in order to maintain, obtain, reissue or, to the extent permissible, transfer all Material Permits as promptly as reasonably practicable after the Execution Date. Whether or not the Transactions are consummated, Buyer shall be responsible for all fees and payments to any Governmental Entity (including filing fees), and Seller and Buyer shall each be responsible for their own legal, economist and other professional fees incurred in order to maintain, obtain, reissue or transfer, as applicable, any Material Permit or any expiration or termination of a waiting period.
Appears in 1 contract
Sources: Equity Purchase Agreement (Baxter International Inc)
Initial Submissions. Seller and Buyer shall prepare and file, and shall cause their respective Affiliates to prepare and file, file as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the TransactionsTransaction. Without limiting the foregoingforegoing sentence, each of Seller, on Seller and Buyer shall make its respective merger control filing with respect to the one hand, and Buyer, on the other hand, shall make, and cause their respective Affiliates to make, their respective filing Transaction (A) pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Execution Date and no later than fifteen (15) ten Business Days after the Execution Date; provided, that if there are any changes in the applicable regulations under the HSR Act between the Execution Date and the last date the notification and report forms under the HSR Act are required to be submitted pursuant to this Agreement, Seller and Buyer shall use reasonable best efforts to file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as commercially practicable thereafter, and (B) pursuant to all applicable Antitrust Laws (other than in the HSR Actjurisdictions set forth on Section 6.1(a)(i) with respect to and Section 6.1(a)(ii) of the Transactions as promptly as reasonably practicable after the Execution Date, (C) pursuant to all applicable Foreign Investment Laws and the FSR (if applicable) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, and (D) in order to maintain, obtain, reissue or, to the extent permissible, transfer all Material Permits Seller Disclosure Letter as promptly as reasonably practicable after the Execution Date. Seller and Buyer shall use their respective reasonable best efforts to obtain early termination of any applicable waiting period, to the extent required, from the applicable Governmental Entities. Whether or not the Transactions are Transaction is consummated, Buyer shall be responsible for all fees and payments to any Governmental Entity (including filing fees), ) and Seller and Buyer shall each be responsible for their own legal, all economist and other professional fees incurred in order to maintainobtain any consent, obtainclearance, reissue registration, approval, Permit or transfer, as applicable, any Material Permit authorization or any expiration or termination of a waiting period, it being understood that Seller shall be responsible for its own legal fees in respect of the submission of filings and notices to Governmental Entities.
Appears in 1 contract
Sources: Share and Asset Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)