Common use of Regulatory Act Compliance Clause in Contracts

Regulatory Act Compliance. The Buyer and the Company shall each file or cause to be filed, promptly (but in any event within ten (10) Business Days) after the date of this Agreement, any notifications or other filings required to be filed under the HSR Act and other anti-competition laws with respect to the transactions contemplated hereby; provided, however, that, to the extent any information from any particular Seller is required by Applicable Law to be included in any such filing, such Seller shall use its reasonable best efforts to provide any such information concerning such Seller (to the extent available) to the Company and the Buyer in connection with their preparation of any such filings. With respect to filings under the HSR Act, each of the Company and the Buyer shall seek early termination of the waiting period under the HSR Act. The Buyer and the Company shall use their respective reasonable best efforts to respond to any requests for additional information made by any agencies and, subject to Section 9F hereof, to use their respective reasonable best efforts to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-competition laws to terminate or expire at the earliest possible date and to use their reasonable best efforts to resist in good faith, at each of their respective cost and expense, any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby (it being understood that the foregoing shall not require the Buyer, the Company and/or any Seller to institute an Action against any Governmental Entity in order to obtain the approval of such Governmental Entity to the transactions contemplated hereby). Each of the Buyer and the Company shall consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other regulatory agency, and each of the Buyer and the Company shall have the right to have an Agent present at any such meeting.

Regulatory Act Compliance. The Buyer Purchaser and the Company Seller shall discuss with each file other whether any notification or cause similar filing is required to be filedfiled with respect to the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, promptly as amended (but the “HSR Act”). Purchaser and Seller agree to provide such information to the other as is reasonably requested by the other in any event order to determine if the transaction contemplated herein is exempt from the filing requirements described in the HSR Act. If they determine that filings are required, Purchaser and Seller will use commercially reasonable efforts to make the filings within ten (10) Business Days) [****] after the date of this Agreement, any notifications or other filings required to be filed under and the HSR Act each of Purchaser and other anti-competition laws with respect to the transactions contemplated hereby; provided, however, that, to the extent any information from any particular Seller is required by Applicable Law to be included in any such filing, such Seller shall use its reasonable best efforts to provide any such information concerning such Seller (to the extent available) to the Company and the Buyer pay [****] fees payable in connection with their preparation of any such filingstherewith. With respect to filings under the HSR Act, each of the Company and the Buyer Parties hereto shall seek early termination of the waiting period under the HSR Act. The Buyer Purchaser and the Company Seller shall use their respective reasonable best efforts to respond to any requests request for additional information made by any agencies and, subject to Section 9F hereof, to use their respective reasonable best efforts and to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-competition laws to terminate or expire at the earliest possible date and to use their reasonable best efforts to resist in good faith, at each of their respective cost and expenseexpense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated hereby (it being understood that the foregoing shall not require the Buyer, the Company and/or any Seller to institute an Action against any Governmental Entity in order to obtain the approval of such Governmental Entity to the transactions contemplated hereby). Each of the Buyer Purchaser and the Company Seller shall consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other regulatory agencyGovernmental Authority, and each of the Buyer Purchaser and the Company Seller shall have the right to have an Agent a representative present at any such meeting.

Regulatory Act Compliance. The (i) Buyer and the Company shall each file or cause to be filed, promptly (but in any event within ten five (105) Business Days) after the date of this Agreement, any notifications or other filings the like required to be filed under the HSR Act and other anti-antitrust or competition laws of any applicable jurisdiction with respect to the transactions contemplated hereby; provided, however, that, to the extent any information from any particular Seller is required by Applicable Law to be included in any such filing, such Seller shall use its reasonable best efforts to provide any such information concerning such Seller (to the extent available) to . Buyer and the Company shall bear the costs and the Buyer expenses of their respective filings and shall bear all filing fees in connection with their preparation of any such filingstherewith equally. With respect to filings under the HSR Act, each of the Company and the Buyer shall seek early termination of the waiting period under the HSR Act. The Buyer and the Company shall use their respective reasonable best efforts to respond to any requests for additional information made by any agencies and, subject to Section 9F hereof, to use their respective reasonable best efforts and to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-antitrust or competition laws to terminate or expire at the earliest possible date and (including with respect to use their reasonable best efforts filings under the HSR Act, seeking early termination of the waiting period under the HSR Act) and, subject to the Representative’s rights under Section 8A, to resist in good faith, at each faith (including the institution or defense of their respective cost and expenselegal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust lawsor competition laws of any applicable jurisdiction, all to the end of expediting consummation of the transactions contemplated hereby hereby. Each of Buyer and the Company shall (it being understood A) unless otherwise prohibited by applicable law, promptly notify each other of any communication to that party from the foregoing shall not require the BuyerFederal Trade Commission (“FTC”), the Company and/or United States Department of Justice (“DOJ”) or any Seller to institute an Action against any Governmental Entity in order to obtain the approval of such Governmental Entity other regulatory agency with respect to the transactions contemplated hereby). Each , and permit the other party to review in advance any proposed written communication to the FTC, the DOJ or any other regulatory agency; (B) unless otherwise prohibited by applicable law, furnish the other party with copies of all correspondence, filings and other communications (and memoranda setting forth the Buyer substance thereof) between it, its Affiliates and their respective representatives, on the one hand, and the Company shall FTC, the DOJ or any other regulatory agency, or members of their respective staffs, on the other hand, with respect to the transactions contemplated hereby (excluding documents and communications which are subject to pre-existing confidentiality agreements or to attorney-client privilege), although Buyer may redact therefrom all competitively sensitive information to the extent permitted to do so by law; and (C) consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade CommissionFTC, the United States Department of Justice DOJ or any other regulatory agency, and each of the Buyer and the Company shall have the right to have an Agent a representative present at any such meetingmeeting if such agency does not object.

Regulatory Act Compliance. The (a) Buyer and the Company Seller shall each file or cause to be filed, promptly after the date of this Agreement (but in any event within ten (10) Business Days) after the with an effective filing date of this Agreementnot later than October 30, 2020), any notifications or other filings the like required to be filed under the HSR Act and other anti-competition laws antitrust or competitive Laws of any applicable jurisdiction with respect to the transactions contemplated hereby; provided, however, that, to the extent any information from any particular Seller is required by Applicable Law to be included in any such filing, such . Buyer and Seller shall use its reasonable best efforts to provide any such information concerning such Seller (to bear the extent available) to costs and expenses of the Company preparation of their respective filings and the Buyer shall pay all filing fees in connection with their preparation of any such filingstherewith. With respect to filings under the HSR Act, each of the Company and the Buyer shall seek early termination of the waiting period under the HSR Act. The Buyer and the Company Seller shall use their respective commercially reasonable best efforts to respond to any requests for additional information made by any agencies and, subject to Section 9F hereof, to use their respective reasonable best efforts Governmental Authorities and to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-competition laws antitrust and competitive Laws to terminate or expire at the earliest possible date (including with respect to filings under the HSR Act, seeking early termination of the waiting period under the HSR Act) and to use their reasonable best efforts to resist in good faith, at each faith (including the institution or defense of their respective cost and expenselegal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the antitrust lawsor competition Laws of any applicable jurisdiction, all to the end of expediting the consummation of the transactions contemplated hereby (it being understood that the foregoing shall not require the by this Agreement. Buyer, on the Company and/or one hand, and Seller, on the other hand, shall: (i) unless otherwise prohibited by applicable Laws, promptly notify each other of any Seller communication to institute an Action against that party from the FTC, the DOJ or any Governmental Entity in order to obtain the approval of such Governmental Entity other regulatory agency with respect to the transactions contemplated hereby). Each , and permit the other party to review in advance any proposed written communication to the FTC, the DOJ or any other Governmental Authority; (ii) unless otherwise prohibited by applicable Laws, furnish the other party with copies of all correspondence, filings and other communications (and memoranda setting forth the Buyer substance thereof) between it, its Affiliates and their respective representatives, on the one hand, and the Company shall FTC, DOJ or any other Governmental Authority, or member of their respective staffs, on the other hand, with respect to the transactions contemplated hereby (excluding documents and communications which are subject to pre-existing confidentiality agreements or to attorney-client privilege); and (iii) consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade CommissionFTC, the United States Department of Justice DOJ or any other regulatory agencyGovernmental Authority, and each of the Buyer and the Company Seller shall have the right right, to the extent permissible, to have an Agent a representative present at any such meeting. Each party shall use its commercially reasonable efforts to obtain any clearance required under the HSR Act or such other applicable Laws for the consummation of the transactions contemplated hereby.

Regulatory Act Compliance. The Buyer Buyer, Merger Sub and the Company Partnership shall each file or jointly file, if applicable, or cause to be filed, promptly (but in any event within ten (10) Business Daysseven business days) after the date of this Agreement, any notifications notifications, applications or other filings the like required to be filed under the HSR Act and other anti-competition merger control laws with respect to the transactions contemplated hereby; providedhereby and Buyer shall pay the filing and similar fees and related expenses payable in connection therewith. Buyer, however, that, to the extent any information from any particular Seller is required by Applicable Law to be included in any such filing, such Seller shall use its reasonable best efforts to provide any such information concerning such Seller (to the extent available) to the Company Merger Sub and the Buyer in connection with their preparation of any such filings. With respect to filings under the HSR Act, each of the Company and the Buyer shall seek early termination of the waiting period under the HSR Act. The Buyer and the Company Partnership shall use their respective reasonable best efforts to respond to any requests for additional information made by any agencies and, subject to Section 9F hereof, to use their respective reasonable best efforts Governmental Entity as soon as practicable after the receipt of any such request and to cause the waiting or approval periods or other requirements under the HSR Act and all other applicable anti-competition merger control laws to terminate or expire at the earliest possible date and (subject to use their reasonable best efforts a parties’ rights under Section 8.01(d) below) to resist in good faith, at each of their respective cost and expenseexpense (including the institution or defense of legal proceedings), any assertion that the transactions contemplated hereby constitute a violation of the any antitrust or merger control laws, all to the end of expediting consummation of the transactions contemplated hereby (it being understood that hereby. To the foregoing shall not require the extent reasonably practicable, each of Buyer, the Company and/or any Seller to institute an Action against any Governmental Entity in order to obtain the approval of such Governmental Entity to the transactions contemplated hereby). Each of the Buyer Merger Sub and the Company Partnership shall consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other regulatory agencyGovernmental Entity administering other merger control laws, and each of the Buyer Buyer, Merger Sub and the Company Partnership shall have the right to have an Agent a representative present at any such meeting. Without limiting the generality of the foregoing or the provisions of Section 10.03 below, for purposes of this Section 6.04 and Section 10.03 below, the “reasonable best efforts” of Buyer shall include Buyer’s agreement to hold separate, divest, license or cause a third party to purchase, such businesses, directories and other assets of Buyer or, after the Closing, any Acquired Company, as may be necessary to obtain the agreement of any Governmental Entity to grant clearance, consent or approval for, and not to seek an injunction against or otherwise oppose, the transactions contemplated hereby, on such terms as may be required by such Governmental Entity; provided, however, that neither Buyer nor, after the Closing, any Acquired Company shall be required to hold separate, divest, license or cause a third party to purchase any of their respective businesses, directories or other assets if such actions would have a material adverse effect on Buyer and the Acquired Companies, taken as a whole.