Common use of Filings and Authorizations Clause in Contracts

Filings and Authorizations. (a) Each party hereto shall (i) make the filings required of it or any of its Subsidiaries under the HSR Act in connection with this Agreement and the transactions contemplated hereby, as soon as practicable, but in any event no later than ten (10) Business Days following the date hereof, (ii) make the pre-merger filings (if any) required of it or any of its Affiliates under any applicable merger control Laws or any applicable Foreign Antitrust Merger Control Laws in connection with this Agreement and the transactions contemplated hereby as soon as practicable, (iii) reasonably comply at the earliest practicable date and after consultation with the Company or Parent, as applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Entity in connection with filings required under the HSR Act, any other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws, (iv) reasonably cooperate with one another (including furnishing all reasonably necessary information and reasonable assistance as the other may request) in connection with any filing under the HSR Act and all other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Governmental Entity, (v) use its reasonable best efforts to secure the early termination of any waiting periods under the HSR Act and the receipt of any clearances, approvals, or confirmations from Governmental Entities in other countries in which any filings pursuant to any applicable Foreign Antitrust Merger Control Laws have been made in order to permit the consummation of the transactions contemplated hereby at the earliest possible date, and (vi) not enter into any transaction to acquire any Person or assets, or any agreement to effect any such transaction that would reasonably be expected to delay beyond the Outside Date the obtaining of any approval or to extend any waiting period under the HSR Act, any applicable Foreign Antitrust Merger Control Laws or any other applicable merger control laws with respect to the Merger or the other transactions contemplated hereby or to result in any Governmental Entity obtaining any injunction, temporary restraining order or other order that would materially delay or prevent the Merger. Each party hereto shall promptly inform the other party of any communication (whether oral or written) made to, or received by, such party from any Governmental Entity regarding any of the transactions contemplated hereby, and promptly provide a copy of any such written communication, or a written summary of any such oral communication, to the other party. The filing fees assessed under the HSR Act, any other applicable merger control laws and any applicable Foreign Antitrust Merger Control Laws shall be the responsibility of, and shall be paid by, Parent.

Filings and Authorizations. (a) Each party The parties hereto shall (i) make the filings required of it or any of its Subsidiaries under the HSR Act in connection with this Agreement and the transactions contemplated hereby, will as soon promptly as practicable, but in any event no later than ten (10) Business Days following the date hereofmake or cause to be made all such filings and submissions under laws, (ii) make the pre-merger filings (if any) required of rules and regulations applicable to it or any of its Affiliates under any applicable merger control Laws as may be required (in the judgment of the Acquiror) to consummate the terms of this Agreement, including all petitions and applications to be filed or any applicable Foreign Antitrust Merger Control Laws in connection with this Agreement and the transactions contemplated hereby as soon as practicable, (iii) reasonably comply at the earliest practicable date and after consultation with the Company or Parent, as applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Entity in connection with filings required under supplied pursuant to the HSR Act, any other applicable merger control laws or any applicable Foreign Antitrust Merger Control Lawsthe DGCL and the MGBCL and with (A) to the extent required, the Missouri Public Service Commission (the "MPSC") pursuant to the Missouri Public Service Commission Law (the "Missouri Utility Code"), (ivB) reasonably cooperate the Illinois Commerce Commission (the "ILCC") pursuant to the Illinois Public Utilities Act, (C) to the extent required, the Indiana Utility Regulatory Commission (the "INURC") pursuant to the Indiana Public Service Commission Act of 1941 (the "Indiana Utility Code") and (D) the New York Public Service Commission (the "NYPSC") pursuant to the New York Public Service Law. Any such filings and supplemental information will be in substantial compliance with one another (including furnishing all reasonably the requirements of the applicable law, rule or regulation. Each of Acquiror and the Company shall furnish to the other such necessary information and reasonable assistance as the other may request) request in connection with its preparation of any filing or submission with the MPSC, ILCC, INURC and the NYPSC or which is necessary under the HSR Act, the DGCL or MGBCL, and each of Acquiror and the Company shall furnish to the other copies of any correspondence with or from any Authority that relates to the transactions contemplated by this Agreement. The Company and Acquiror shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the MPSC, ILCC, INURC, NYPSC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Company and Acquiror will use its reasonable efforts to obtain any clearance required under the HSR Act and all other applicable merger control laws from the MPSC, ILCC, INURC, and NYPSC or any applicable Foreign Antitrust other Authority for the Merger Control Laws and the other transactions contemplated hereby. The Company and Acquiror will furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any governmental or regulatory authorities, domestic or foreign, in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement initiated by will require or obligate Acquiror (i) to initiate or defend any Governmental Entitylitigation to which any governmental or regulatory authority, domestic and foreign (including the MPSC, the ILCC, the INURC, the NYPSC, the Antitrust Division of the Justice Department and the Federal Trade Commission) is a party, (vii) use its reasonable best efforts to secure the early termination of any waiting periods under the HSR Act and the receipt of any clearances, approvals, agree or confirmations from Governmental Entities in other countries in which any filings pursuant otherwise become subject to any applicable Foreign Antitrust Merger Control Laws have been made in order material limitations on (A) the right of Acquiror or its Affiliates effectively to permit control or operate the consummation of the transactions contemplated hereby at the earliest possible datebusiness, and (vi) not enter into any transaction to acquire any Person or assets, or operations of the Company and the Subsidiaries, (B) the right of Acquiror or its Affiliates to acquire or hold the business, assets, or operations of the Company and the Subsidiaries, or (C) the right of Acquiror to exercise full rights of ownership of the Company Common Shares acquired by Acquiror (if any agreement Company Common Shares are so acquired) including, without limitation, the right to effect vote any such transaction that would reasonably Company Common Shares held by Acquiror on all matters properly presented to the Company's stockholders, or (iii) to agree or otherwise be expected required to delay beyond sell or dispose of, hold separate (through the Outside Date establishment of a trust or otherwise), or divest itself of all or any portion of the obtaining business, assets, or operations of any approval or to extend any waiting period under the HSR ActCompany, any applicable Foreign Antitrust Merger Control Laws Subsidiary or Acquiror or any other applicable merger control laws with respect to the Merger or the other transactions contemplated hereby or to result in any Governmental Entity obtaining any injunction, temporary restraining order or other order that would materially delay or prevent the Merger. Each party hereto shall promptly inform the other party of any communication (whether oral or written) made to, or received by, such party from any Governmental Entity regarding any of the transactions contemplated hereby, and promptly provide a copy of any such written communication, or a written summary of any such oral communication, to the other party. The filing fees assessed under the HSR Act, any other applicable merger control laws and any applicable Foreign Antitrust Merger Control Laws shall be the responsibility of, and shall be paid by, Parentits Affiliates.

Filings and Authorizations. (a1) Each party hereto shall Within two (i) make the filings required of it or any of its Subsidiaries under the HSR Act in connection with this Agreement and the transactions contemplated hereby, as soon as practicable, but in any event no later than ten (102) Business Days following the date hereofof this Agreement, Purchaser shall identify any Authorization that Purchaser is (or the Parties are) required to obtain from a Governmental Entity in order to complete the transactions -45- contemplated by this Agreement, and Purchaser shall inform the Vendor within such time, in writing, of each Authorization that must be obtained. Purchaser and Vendor shall, within four (4) Business Days following the date of this Agreement (or such shorter period as may be required by an applicable Law), or such other period that the Purchaser and the Vendor may agree upon in writing, promptly make or submit all information and documents that Purchaser and Vendor deem reasonable in order to obtain the Authorizations (the "Filings") (including the Canadian Competition Bureau under the Competition Act) prior to Closing and promptly file any additional information or documents required or considered advisable in connection with the Filings as soon as practicable after receipt for request therefor. The Purchaser shall (i) use every reasonable effort to obtain, or cause to be obtained, all Authorizations, including, as may in the sole discretion of the Purchaser, acting reasonably, be necessary or advisable, the entering into of any agreement, undertaking, consent order or the like with a Governmental Entity in order to obtain an Authorization, and provided that, however, the Purchaser shall not be required to divest itself or to cause any Affiliate thereof to divest itself of any assets or business or interest therein, and (ii) make use its Best Efforts to take, or cause to be taken, all other actions which are necessary in order for it to fulfil its obligations under this Agreement. Each of the pre-merger filings (if any) required of it or any of its Affiliates under any applicable merger control Laws or any applicable Foreign Antitrust Merger Control Laws in connection with this Agreement Purchaser and the transactions contemplated hereby as soon as practicable, (iii) reasonably comply at the earliest practicable date Vendor will coordinate and after consultation with the Company or Parent, as applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Entity in connection with filings required under the HSR Act, any other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws, (iv) reasonably cooperate with one another (including furnishing all reasonably necessary in exchanging such information and documents, including providing the other Party (and its counsel) with an opportunity to review and comment on advance drafts, as may be reasonable in the circumstances, and supplying such assistance as the other may request) be reasonably requested by each in connection with or related to a Filing, including providing each other with all notices and information supplied to or with any filing under Governmental Entity (except for notices and information which the HSR Act Vendor or the Purchaser, in each case acting reasonably, considers highly confidential and sensitive which may be filed on a confidential basis), and all other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws notices and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by correspondence received from any Governmental Entity, (v) use its reasonable best efforts to secure the early termination of any waiting periods under the HSR Act and the receipt of any clearances, approvals, or confirmations from Governmental Entities in other countries in which any filings pursuant to any applicable Foreign Antitrust Merger Control Laws have been made in order to permit the consummation of the transactions contemplated hereby at the earliest possible date, and (vi) not enter into any transaction to acquire any Person or assets, or any agreement to effect any such transaction that would reasonably be expected to delay beyond the Outside Date the obtaining of any approval or to extend any waiting period under the HSR Act, any applicable Foreign Antitrust Merger Control Laws or any other applicable merger control laws with respect to the Merger or the other transactions contemplated hereby or to result in any Governmental Entity obtaining any injunction, temporary restraining order or other order that would materially delay or prevent the Merger. Each party hereto shall promptly inform the other party of any communication (whether oral or written) made to, or received by, such party from any Governmental Entity regarding any of the transactions contemplated hereby, and promptly provide a copy of any such written communication, or a written summary of any such oral communication, to the other party. The filing fees assessed under the HSR Act, any other applicable merger control laws and any applicable Foreign Antitrust Merger Control Laws shall be the responsibility of, and shall be paid by, Parent.

Filings and Authorizations. (a) Each party hereto The Sellers and Buyer shall use reasonable best efforts to cooperate with each other to determine whether any filings are required to be made with, or consents, permits, authorizations, clearances (i) make the filings including any national security clearances), waivers or approvals are required of it to be obtained from, any third parties or Governmental Entities under any applicable Regulatory Law or any of its Subsidiaries under the HSR Act Contract in connection with the execution and delivery of this Agreement and the transactions contemplated herebyconsummation of the Transactions, as soon as practicableand, but in any event no later than ten (10) Business Days following the date hereofwherever appropriate, (ii) make the pre-merger filings (if any) required of it or any of its Affiliates under any applicable merger control Laws or any applicable Foreign Antitrust Merger Control Laws in connection with this Agreement and the transactions contemplated hereby as soon as practicable, (iii) reasonably comply at the earliest practicable date and after consultation with the Company or Parent, as applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Entity in connection with filings required under the HSR Act, any other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws, (iv) reasonably cooperate with one another (including furnishing all reasonably necessary information and reasonable assistance as the other may request) in connection with any filing under the HSR Act and all other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Governmental Entity, (v) use its reasonable best efforts to secure the early termination of any waiting periods under such Regulatory Laws. The Sellers, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Affiliates to, promptly file or cause to be filed and obtain or cause to be obtained all necessary Governmental Filings including, as applicable, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within fifteen (15) Business Days of the date of this Agreement, (ii) as promptly as practicable any Governmental Filings required under Foreign Antitrust Laws and all required Governmental Filings under Export Control Laws, and (iii) submissions of additional information requested by any Governmental Entity. The costs of all Governmental Filings shall be borne fifty percent (50%) by the receipt Sellers and fifty percent (50%) by Buyer. (b) Without limiting the generality of any clearances, approvals, or confirmations from Governmental Entities in other countries in which any filings Buyer’s undertaking pursuant to this Section 5.6, Buyer agrees to use its reasonable best efforts and to take any applicable Foreign Antitrust Merger Control Laws have been made in order and all steps necessary to permit avoid or eliminate each and every impediment under any Regulatory Law that may be asserted by any Governmental Entity or any other party so as to enable the consummation of the transactions contemplated hereby Parties hereto to receive any approval under any Regulatory Law at the earliest possible datepoint in time and to close the Transactions as promptly as possible, including proposing, negotiating, committing to and (vi) not enter into effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of any transaction to acquire any Person or of its assets, properties or any agreement businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement as are required to be divested in order to avoid the entry of, or to effect any such transaction that would reasonably be expected to delay beyond the Outside Date the obtaining of any approval or to extend any waiting period under the HSR Actdissolution of, any applicable Foreign Antitrust Merger Control Laws or any other applicable merger control laws with respect to the Merger or the other transactions contemplated hereby or to result in any Governmental Entity obtaining any injunction, temporary restraining order or other order that in any suit or proceeding, which would otherwise have the effect of materially delay delaying or prevent preventing the Mergerconsummation of the Transactions. Each In addition, Buyer shall use its reasonable best efforts to defend through litigation on the merits any claim asserted in court by any party hereto shall promptly inform the other party of any communication (whether oral or written) made toin order to avoid entry of, or received byto have vacated or terminated, such party from any order, writ, judgment, injunction, decree, 57 stipulation, determination or award entered by or with any Governmental Entity regarding (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. (c) Notwithstanding anything in this Agreement to the contrary, Buyer and its Subsidiaries and Affiliates shall not be required to take any action, or agree to any hold separate order, sale, divestiture or disposition or other condition or limitation, in each case, that would, or would reasonably be expected to, have, individually or in the aggregate, a Regulatory Material Adverse Effect. A “Regulatory Material Adverse Effect” means, with respect to actions, hold separate orders, sales, divestitures or dispositions or other condition or limitation, whether relating to the businesses, assets or operations of Buyer or any of its Subsidiaries or the transactions contemplated herebyConveyed Entities, a material adverse effect on a business, results, operations, EBITDA, or financial condition of the size and promptly provide scale of the Conveyed Entities, taken as a copy whole. (d) The Sellers shall give reasonably prompt notice to Buyer of receipt by any Seller or any of its Affiliates of any such written communicationnotice from any Person alleging that any material consent, permit, authorization, clearance, waiver or a written summary of approval is or may be required in connection with the Transactions. (e) The Sellers and Buyer shall use reasonable best efforts to cooperate with each other to determine whether any such oral communication, enterprise income tax is payable to the other partyState Administration of Taxation in the People’s Republic of China as a result of the Transactions. The filing fees assessed under Buyer agrees that it will not report the HSR ActTransactions to the State Administration of Taxation in the People’s Republic of China without prior written authorization from the Sellers (such authorization not to be unreasonably withheld, any other applicable merger control laws and any applicable Foreign Antitrust Merger Control Laws shall be the responsibility ofconditioned or delayed), and shall be paid by, Parent.specifying what information Buyer is entitled to disclose. Section 5.7

Filings and Authorizations. Sellers and Buyer have filed or supplied or will, as promptly as practicable, file or supply, or cause to be filed or supplied, all notifications and information required to be filed or supplied pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (athe "HSR ACT") Each party hereto shall (i) make the filings required of it or and, if necessary, any of its Subsidiaries under the HSR Act other Competition Laws, in connection with this Agreement and the transactions contemplated hereby, as soon as practicable, but in any event no later than ten (10) Business Days following the date hereof, (ii) make the pre-merger filings (if any) required of it or any of its Affiliates under any applicable merger control Laws or any applicable Foreign Antitrust Merger Control Laws in connection with this Agreement and the transactions contemplated hereby as soon as practicable, (iii) reasonably comply at the earliest practicable date and after consultation with the Company or Parent, as applicable, with any request for additional information or documentary material received by the other or any of its Affiliates from any applicable Governmental Entity in connection with filings required under the HSR Act, any other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws, (iv) reasonably cooperate with one another (including furnishing all reasonably necessary information and reasonable assistance as the other may request) in connection with any filing under the HSR Act and all other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Governmental EntityAgreement. As promptly as practicable, (va) Sellers and Buyer will make, or cause to be made, all such other filings and submissions under laws, rules and regulations applicable to them, or to their Subsidiaries and Affiliates, as may be required for them to consummate the transactions contemplated hereby in accordance with the terms of this Agreement, and (b) Buyer will use commercially reasonable efforts to obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Governmental Authorities necessary to be obtained by them, or their Affiliates, in order for them so to consummate such transactions. Notwithstanding anything in this Agreement to the contrary, including, without limitation clause (b) above, Buyer covenants that it will, or will cause its Affiliates to, take all actions necessary, including any divestiture or hold separate agreements, to obtain all regulatory clearances, authorizations, waivers, consents and approvals from Governmental Authorities with respect to Competition Laws, provided that nothing herein shall be construed to require Buyer or its Affiliates to dispose of or hold separate business or product lines which generated annual gross sales for the year ended December 31, 1996 in excess of twenty percent (20%) of the gross sales of the Business for the year ended December 31, 1996. Subject to the foregoing, each party hereto shall (x) use its reasonable best efforts to secure prevent the early termination entry into a judicial or administrative proceeding brought under any antitrust law by any Governmental Authority with jurisdiction over enforcement of any waiting periods under the HSR Act and the receipt of any clearances, approvals, or confirmations from Governmental Entities in other countries in which any filings pursuant to any applicable Foreign Antitrust Merger Control Laws have been made in order to permit the consummation of the transactions contemplated hereby at the earliest possible date, and (vi) not enter into any transaction to acquire any Person or assets, or any agreement to effect any such transaction that would reasonably be expected to delay beyond the Outside Date the obtaining of any approval or to extend any waiting period under the HSR Act, any applicable Foreign Antitrust Merger Control Laws Competition Law or any other applicable merger control laws with respect to the Merger or the other transactions contemplated hereby or to result in party of any Governmental Entity obtaining any injunction, temporary restraining order preliminary injunction or other order that would materially delay or prevent the Merger. Each party hereto shall promptly inform the other party of any communication (whether oral or written) made to, or received by, such party from any Governmental Entity regarding any make consummation of the transactions contemplated herebypurchase of the Shares and the Assets in accordance with the terms of this Agreement unlawful or would prevent or delay it (including defending any litigation that could result in the entry of such injunction or order); and (y) take promptly, and promptly provide in the event that such an injunction or order has been issued in such a copy proceeding, all steps reasonably necessary to prosecute an appeal of any such written communicationinjunction or order; provided, or a written summary of any such oral communicationhowever, to the other party. The filing fees assessed under the HSR Act, any other applicable merger control laws and any applicable Foreign Antitrust Merger Control Laws that neither Sellers nor Buyer shall be the responsibility of, and shall be paid by, Parentrequired to undertake more than one such appeal.

Filings and Authorizations. (a) Each party The parties hereto shall (i) make will, as -------------------------- promptly as practicable, and in the case of filings required of it or any of its Subsidiaries under the HSR Act in connection with this Agreement and the transactions contemplated hereby, as soon as practicable, but in any event no later than ten (10) five Business Days following after the date hereofof this Agreement, (ii) make or cause to be made all such filings and submissions under Laws applicable to them or their Affiliates as may be required to consummate the pre-merger filings (if any) required terms of it this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act. The parties hereto shall also provide as promptly as possible full responses to any of its Affiliates under any applicable merger control Laws or any applicable Foreign Antitrust Merger Control Laws in connection with this Agreement and the transactions contemplated hereby as soon as practicable, (iii) reasonably comply at the earliest practicable date and after consultation with the Company or Parent, as applicable, with any request requests for additional information or documentary material received by made of them under the other or HSR Act. Any such filings, including any of its Affiliates from any applicable Governmental Entity in connection with filings required supplemental information and requests for additional information under the HSR Act, any will be in substantial compliance with the requirements of the applicable Law. Each of the Parent and Buyer, on the one hand, and Seller, on the other, shall furnish to the other applicable merger control laws or any applicable Foreign Antitrust Merger Control Laws, (iv) reasonably cooperate with one another (including furnishing all reasonably such necessary information and reasonable assistance as the other may request) request in connection with its preparation of any filing or submission which is necessary under the HSR Act Act. Seller and all Buyer shall keep each other applicable merger control laws apprised of the status of any communications with, and inquiries or any applicable Foreign Antitrust Merger Control Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by requests for additional information from, any Governmental Entity, (v) including the FTC and the Antitrust Division, and shall comply promptly with any such inquiry or request. Each of Seller and Buyer shall use its reasonable best efforts to secure the early termination of obtain any waiting periods clearance required under the HSR Act for the purchase and the receipt of any clearances, approvals, or confirmations from Governmental Entities in other countries in which any filings pursuant to any applicable Foreign Antitrust Merger Control Laws have been made in order to permit the consummation sale of the transactions contemplated hereby at Acquired Assets in accordance with the earliest possible dateterms and conditions hereof, and (vi) not enter into including by initiating, pursuing or defending any transaction to acquire any Person litigation or assetsother legal proceedings, whether judicial or any agreement to effect any such transaction that would reasonably be expected to delay beyond the Outside Date the obtaining of any approval administrative, against or to extend any waiting period under the HSR Act, any applicable Foreign Antitrust Merger Control Laws or any other applicable merger control laws with respect to the Merger or the other transactions contemplated hereby or to result in involving any Governmental Entity obtaining (including the Antitrust Division and the FTC) with respect thereto (and including seeking to have any injunction, stay or temporary restraining order or other order that would materially delay or prevent the Merger. Each party hereto shall promptly inform the other party of any communication (whether oral or written) made to, or received by, such party from entered by any Governmental Entity regarding vacated or reversed). Nothing contained in this Agreement, including under this Section 5.3 and Sections 5.2, 5.8 and 5.11, will require or obligate Parent or Buyer or their respective Affiliates (a) to agree or otherwise become subject to any limitations on (i) the right of Buyer or its Affiliates effectively to control or operate the Business, (ii) the right of Buyer or its Affiliates to acquire or hold the Business, or (iii) the right of Buyer to exercise full rights of ownership of the Business or all or any portion of the Acquired Assets, or (b) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of the Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent or Buyer to take any of the transactions contemplated hereby, and promptly provide a copy of any such written communication, or a written summary of any such oral communication, to actions specified in the other party. The filing fees assessed under the HSR Act, any other applicable merger control laws and any applicable Foreign Antitrust Merger Control Laws shall be the responsibility of, and shall be paid by, Parentimmediately preceding sentence.