Common use of Specific Actions Clause in Contracts

Specific Actions. Without limiting the general obligations in Section 7.1, the following also applies to Section 7.1: (A) Seller shall use Reasonable Efforts to: (1) file the notification and report forms required, if any, for the Transactions pursuant to the HSR Act not later than July 26, 2016; and (2) timely obtain any clearance required under the HSR Act for the purchase and sale of the Shares. Seller shall request early termination of the waiting period of the HSR Act, if applicable. (B) Each Party shall, and shall cause their respective Affiliates to, do each of the following: (1) Promptly inform the other Parties of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in connection with this Agreement or the Transactions. (2) Consult and cooperate with the other Parties in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to Applicable Law, permitting the other Parties to review in advance any proposed written communication between it and any Governmental Authority. (3) Comply, as promptly as is reasonably practicable, with any requests received by a Party or any of its Affiliates under any Applicable Laws for information, documents or other materials relating to the Transactions. (C) If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to the Transactions or any filings, investigations or inquiries made in connection with the Transactions, it shall give the other Parties reasonable prior notice of, and an opportunity to participate in, such meeting or discussion. (D) Notwithstanding and in limitation of Section 7.2 (B), no Party shall be required to sell or otherwise dispose of, or to hold separate and agree to sell or otherwise dispose of, or to limit or change any assets, businesses or operations of such Party or its Affiliates.