Responsibility for Satisfaction Clause Samples

Responsibility for Satisfaction. 5.2.1 The Seller shall use all reasonable efforts to ensure the satisfaction of each Condition as soon as possible after the date of this Agreement. 5.2.2 The Purchaser shall use all reasonable efforts to ensure the satisfaction of the Conditions set out in Clauses 5.1.3 and 5.1.4. 5.2.3 The Seller shall promptly notify the Purchaser in writing upon the satisfaction of each Condition.

Responsibility for Satisfaction. 4.1.1 The BMM Seller shall use all reasonable endeavours to ensure the satisfaction of the BMM Conditions and the Purchaser shall use all reasonable endeavours to ensure the satisfaction of the BMM Conditions provided that (i) in the case of the BMM Seller this shall not give rise to an obligation on it to assume material expenditure or investment or to agree to any other obligation, condition or undertaking to achieve the same or (ii) in the case of either party this shall not require them to take such action which would be likely to have such a detrimental effect on the current or future development of the business of that party such that it would be unreasonable to expect that party to take it and (iii) in the case of the Purchaser and notwithstanding (ii) above, such obligation shall include (but not be limited to) proposing and agreeing to any divestments or other conditions or other undertakings in order to obtain clearance from the relevant competition authorities as soon as possible. 4.1.2 The Purchaser shall provide the BMM Seller with drafts of all material correspondence, documents or other communications (including the Purchaser’s filing under the BMM Conditions set out at paragraphs 1.8.1 to 1.8.5 above) relating to the BMM Conditions (removing any information confidential from the BMM Seller) and shall give the BMM Seller reasonable opportunity to comment on such communications prior to their submission to the competent authorities. Furthermore, the Purchaser shall promptly provide the BMM Seller with copies of all such material communications received from or sent to the relevant Governmental Authorities. The Purchaser shall also involve the BMM Seller in any meetings or material discussions with the relevant Governmental Authorities. 4.1.3 The parties agree that all requests and enquiries from the relevant competition authorities or any other government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the BMM Seller and the Purchaser promptly and in consultation with each other and the BMM Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by the relevant competition authorities or other such government, agency, court or body upon being requested to do so by the other. 4.1.4 The Purchaser shall give notice to the BMM Seller of satisfaction of any BMM Condition within two BMM Business Days of becoming aware of the ...

Responsibility for Satisfaction. 4.3.1 The Seller undertakes to use its reasonable endeavours to ensure the satisfaction of the conditions set out in Clauses 4.1.3

Responsibility for Satisfaction. 4.2.1 The Purchaser and the Seller shall prepare and file the notifications necessary for the fulfilment of the conditions in Clauses 4.1.1 to 4.1.3 (the “Required Notifications”) as soon as reasonably practicable (with notifications under the HSR Act to be filed by 29 May 2014). Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall have primary responsibility for obtaining all consents, approvals or actions of any Governmental Entity which are required in connection with the Required Notifications. 4.2.2 The Purchaser shall be responsible for payment of all filing and other fees and expenses in connection with the Required Notifications and the satisfaction of the conditions in Clauses 4.1.1 to 4.1.3. 4.2.3 CFIUS: (i) The Seller and the Purchaser shall consult, cooperate and keep each other reasonably informed regarding communications with, and requests for additional information from, CFIUS with respect to the Transaction. The Seller and the Purchaser shall use their respective reasonable best efforts to provide promptly all information that is pursuant to a request by CFIUS. (ii) Within 60 calendar days after the execution of this Agreement, any party wishing to submit a formal joint voluntary notice to CFIUS pursuant to 31 C.F.R. Section 800.401, et. seq. (“CFIUS Filing”) shall provide the other party with written notice of its intent to make a CFIUS Filing (“Election Date”). Prior to making its election to submit a CFIUS Filing, the party wishing to make a CFIUS Filing shall consult in good faith with senior executives of the other party. If neither the Seller nor the Purchaser provides notice to submit a formal joint voluntary notice to CFIUS, a CFIUS Filing will not be made unless requested by CFIUS. (iii) If either the Seller or the Purchaser elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.3(i) or if CFIUS requires a filing, then: (a) the Seller and the Purchaser shall use their respective reasonable best efforts to submit a draft CFIUS Filing no later than 15 Business Days following the Election Date, and a final CFIUS Filing the earlier of (1) five business days after submitting the draft CFIUS filing or (2) five calendar days after the receipt of any comments from CFIUS staff regarding the draft CFIUS Filing; *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this fil...

Responsibility for Satisfaction. 4.2.1 The Purchaser and the Seller shall prepare and file the notifications necessary for the fulfilment of the conditions in Clauses 4.1.1 to 4.1.3 (the “Required Notifications”) as soon as reasonably practicable (with notifications under the HSR Act to be filed by 29 May 2014). Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall have primary responsibility for obtaining all consents, approvals or actions of any Governmental Entity which are required in connection with the Required Notifications. 4.2.2 The Purchaser shall be responsible for payment of all filing and other fees and expenses in connection with the Required Notifications and the satisfaction of the conditions in Clauses 4.1.1 to 4.1.3.

Responsibility for Satisfaction. 4.2.1 Save as otherwise provided in the remaining provisions of this Clause 4.2 and Clause 5.2, each of the Parties shall use reasonable efforts to ensure satisfaction of and compliance with all of the Closing Conditions. 4.2.2 Without prejudice to the generality of Clause 4.2.1, the Purchaser shall: (a) as soon as practicable, and in any event no later than five (5) Business days after the Signing Date, prepare and file with the Competition Authority the notices and applications necessary to satisfy the Closing Condition set out in Clause 4.1.1(the “Competition Condition”), provided that, with respect to written submission, information or documentary materials requested from the Seller, the Seller has provided the same to the Purchaser in advance; (b) supply as promptly as practicable any additional information and documentary material that may be requested by the Competition Authority in connection with the Competition Condition, provided that, with respect to any written submission, information or documentary materials, the Seller has the right to approve the same; and (c) use reasonable efforts to cause the expiration or termination of any applicable waiting period under any applicable law and the fulfillment (whether explicit or implicit) of the Competition Condition as soon as practicable, including by agreeing to: (i) take any reasonable action that may be required in order to obtain an unconditional clearance (including by agreeing to perform any disposition of assets or businesses that may be required by the Competition Authority); or (ii) duly and promptly comply with any condition that any relevant Competition Authority may impose to clear this Agreement and the Transaction, provided that the foregoing Clause 4.2.2 shall not require Purchaser to make any material divestiture. 4.2.3 The Purchaser and the Seller shall each bear their own costs incurred in relation to filing the merger clearance filing in China in connection with the Purchaser acquisition of the Group. Notwithstanding the foregoing sentence of this Clause

Responsibility for Satisfaction. 7.2.1 The Parties shall use reasonable endeavours to obtain the Regulatory Clearances as soon as reasonably possible. 7.2.2 The Parties shall use reasonable endeavours to take promptly all actions necessary to make all such filings required to obtain the Regulatory Clearances. 7.2.3 The Parties agree that all requests and enquiries from any Governmental Authority which relate to the obtaining of the Regulatory Clearances shall be dealt with by the Parties in consultation with each other and the Parties shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Governmental Authority upon being requested to do so by the other. In this respect and except where prohibited by applicable law, the Parties shall provide each other with copies of all filings or correspondence made with any Governmental Authority and to consult with the other prior to taking a position with respect to any filing pursuant hereto, permit the other Party to review and discuss in advance, and to consider in good faith the views of the other Party. 7.2.4 The Parties shall equally share the costs of any Regulatory Clearances required under any applicable laws, including reasonable expenses for advisors. The Parties shall present to the Steering Committee a budget for such expenses and monthly status of their accrual.

Responsibility for Satisfaction. 5.2.1. The Purchasers shall use their best efforts to satisfy the conditions precedent in Clause 5.1.1 as soon as possible after the Signing Date. 5.2.2. The primary responsibility for identifying any competition and other regulatory aspects of the transactions contemplated by this Agreement including the preparation and filing of the relevant notifications set out in Clause 5.1.1 and the conduct of proceedings before any relevant authority rests with the Purchasers. The Purchasers furthermore undertake to and agree with the Seller that they shall: (A) file the relevant notifications within 5 Business Days after the Signing Date; (B) take any action reasonably necessary to persuade any relevant authority to permit the execution and performance of this Agreement; (C) satisfy and continue to satisfy any obligations or conditions imposed by any relevant authority, including any requirement to dispose of any businesses or subsidiaries, or both; and (D) keep the Seller informed on the status and progress of the relevant notifications so as to enable the Seller to assess the Purchasers’ compliance with this Clause 5.2 provided, that the Purchasers shall not take any action in respect of (A), (B) or (C) without the prior consultation with the Seller. For the avoidance of doubt, any action that the Purchasers shall or are required to take in respect of (A), (B) or (C) shall be without prejudice to this Agreement. 5.2.3. The Seller shall provide all necessary information and assistance reasonably requested by the Purchasers to satisfy the condition precedent in Clause 5.1.1. 5.2.4. The Seller shall not be liable under this Agreement in respect of any failure to make any filing, registration or notification that is required or advisable under any applicable competition law or to secure review or clearance of the transactions contemplated by this Agreement by any relevant authority. 5.2.5. If after Completion, as a consequence of a failure to make any of the filings. registrations or notifications referred to in Clause 5.1.1, any or all of the transactions contemplated by this Agreement are annulled pursuant to any applicable competition law or any penalty becomes payable to any relevant authority, or both, the Purchasers shall take all action required to remedy the situation and compensate the Seller for all damage, costs and expenses suffered or incurred by the Seller as a result thereof, including the amount of any reduced profits or increased losses.

Responsibility for Satisfaction. 4.2.1 The Purchaser shall use best endeavours to ensure the satisfaction of the conditions set out in Clauses 4.1.1 and 4.