Common use of Xxxx-Xxxxx-Xxxxxx Compliance Clause in Contracts

Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company is involved (a “Transaction”) that is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the “HSR Act”), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if any Investor, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, the Company will provide to such Investor all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

Appears in 5 contracts

Samples: Amended and Restated Unit Purchase Agreement (Solera Holdings LLC), Amended and Restated Unit Purchase Agreement (Solera Holdings LLC), Securities Purchase Agreement (Solera Holdings LLC)

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Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company is involved (a “Transaction”"TRANSACTION") that is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the "HSR Act”ACT"), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if any InvestorPurchaser, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, the Company will provide to such Investor Purchaser all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

Appears in 3 contracts

Samples: Exchange Agreement (Prestige Brands Holdings, Inc.), Unit Purchase Agreement (Prestige Brands Holdings, Inc.), Unit Purchase Agreement (Prestige Brands International, Inc.)

Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company LLC is involved (a “Transaction”) that is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the “HSR Act”), the Company LLC shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transactionsuch transaction. The Company LLC shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transactionsuch transaction. Notwithstanding the foregoing, if any InvestorUnitholder, rather than the CompanyLLC, is required to make a filing under the HSR Act in connection with such a Transactiontransaction, the Company LLC will provide to such Investor Unitholder all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Triad Financial Sm LLC), Limited Liability Company Agreement (Triad Financial Corp)

Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company is involved (a “Transaction”"TRANSACTION") that which is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the "HSR Act”ACT"), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if any InvestorGTCR Fund VII, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, the Company will provide to such Investor GTCR Fund VII all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

Appears in 2 contracts

Samples: Purchase Agreement (Digitalnet Holdings Inc), Purchase Agreement (Digitalnet Holdings Inc)

Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company is involved (a “Transaction”) that is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the “HSR Act”), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if any InvestorPurchaser, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, the Company will provide to such Investor Purchaser all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

Appears in 1 contract

Samples: Stock Purchase Agreement (NPMC Holdings, LLC)

Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company is involved (a “Transaction”) that which is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the “HSR Act”), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if GTCR Fund VII or any InvestorTCW/Crescent Purchaser, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, the Company will provide to GTCR Fund VII or such Investor TCW/Crescent Purchaser all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

Appears in 1 contract

Samples: Purchase Agreement (VeriFone Holdings, Inc.)

Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company is involved (a “Transaction”"TRANSACTION") that which is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the "HSR Act”ACT"), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if any Investorthe Majority Member, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, the Company will notify the Majority Member that a filing is necessary. In such instance the Majority Member shall make such filing, and the Company will provide to such Investor the Majority Member all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tsi Finance Inc)

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Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company is involved (a "Transaction") that which is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the "HSR Act"), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if any Investorthe Majority Member, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, the Company will notify the Majority Member that a filing is necessary. In such instance the Majority Member shall make such filing, and the Company will provide to such Investor the Majority Member all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

Appears in 1 contract

Samples: The Stock Purchase Agreement (TNS Inc)

Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company is involved (a “Transaction”) that which is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the “HSR Act”), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if any InvestorGTCR Fund VII, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, then the Company will notify GTCR Fund VII that a filing is necessary. In such instance GTCR Fund VII shall make such filing, and the Company will provide to such Investor GTCR Fund VII all necessary information for such filing, will facilitate such filing and will pay all filing fees and expenses associated with such filing.

Appears in 1 contract

Samples: Unit Purchase Agreement (GTCR Fund Vii Lp)

Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company is involved (a “Transaction”) that which is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the “HSR Act”), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if any Investorthe Majority Member, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, the Company will notify the Majority Member that a filing is necessary. In such instance the Majority Member shall make such filing, and the Company will provide to such Investor the Majority Member all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

Appears in 1 contract

Samples: Stock Purchase Agreement (GTCR Fund Vii Lp)

Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any transaction in which the Company is involved (a “Transaction”"TRANSACTION") that which is required to be reported under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time (the "HSR Act"), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if any InvestorPurchaser, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, the Company will provide to such Investor Purchaser all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

Appears in 1 contract

Samples: Unit Purchase Agreement (Tsi Finance Inc)

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