Common use of Regulatory and Other Authorizations Clause in Contracts

Regulatory and Other Authorizations. Each of Purchaser and Seller shall use its reasonable best efforts to obtain all governmental authorizations of all Governmental Authorities that may be or become necessary for its respective execution and delivery of, and the respective performance of its obligations pursuant to, this Agreement. Purchaser and Seller shall use their reasonable best efforts to file, within five (5) business days after the date hereof, and in any event shall file not later than ten (10) business days after the date hereof, their respective Notification and Report Forms under the HSR Act with respect to the transactions contemplated hereby and shall request early termination of the waiting period applicable to such filings under the HSR Act. Each of Purchaser and Seller agrees to respond as promptly as practicable to any request for additional information or documentary material made pursuant to the HSR Act. Purchaser agrees to take any and all efforts to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any Governmental Authority or any other party so as to enable the parties to close the transactions contemplated hereby as expeditiously as reasonably practicable including, without limitation, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale or disposition of (i) Purchaser’s assets or (ii) businesses to be acquired by Purchaser pursuant hereto, each as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby.

Regulatory and Other Authorizations. (a) Each of Purchaser and Seller party shall use its reasonable best efforts to promptly obtain all governmental authorizations authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its respective execution and delivery of, and the respective performance of its obligations pursuant to, this AgreementAgreement and the Ancillary Agreements and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, including cooperation to enable the Purchaser to obtain, to the extent not included in the Purchased Assets, all material Permits and Registrations necessary for the operation of the Business as currently conducted and as currently proposed to be conducted and the ownership of the Purchased Assets. Purchaser and Seller shall use their reasonable best efforts Each party hereto agrees to file, within five make promptly (5) business days after but in no event later than ten Business Days of the date hereof) its respective filing, and in any event shall file not later than ten (10) business days after the date hereofif necessary, their respective Notification and Report Forms under pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement and shall request early termination of the waiting period applicable to such filings under the HSR Act. Each of Purchaser and Seller agrees to respond supply as promptly as practicable to the appropriate Governmental Authorities any request for additional information or and documentary material made that may be requested pursuant to the HSR Act. Purchaser Each party hereto agrees to take any make as promptly as practicable its respective filings and all efforts to avoid or eliminate each and every impediment notifications, if any, under any antitrust law other applicable antitrust, competition, or trade regulation Law (together with the HSR Act, the “Antitrust Laws”), to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be asserted by requested pursuant to the applicable Antitrust Law and not to enter into any Governmental Authority or any other party so as transaction prior to enable the parties Closing that would reasonably be expected to close the transactions contemplated hereby as expeditiously as reasonably practicable including, without limitation, committing to and/or effecting, by consent decree, hold separate ordersmake it more difficult, or otherwiseincrease the time required, the sale to obtain any necessary consents or disposition of (i) Purchaser’s assets or (ii) businesses to be acquired by Purchaser pursuant hereto, each as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated herebyapprovals under such Laws.