Common use of Action of the Parties Clause in Contracts

Action of the Parties. Each Party shall use all its Commercially Reasonable Efforts to promptly obtain any clearance required under the HSR Act for the consummation of this Agreement and the transactions contemplated hereby and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from the FTC and the DOJ and shall comply promptly with any such inquiry or request; provided, however, that (a) neither Party shall be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or those of the other Party, or to agree to any material modification or amendment of this Agreement, and (b) neither Party shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or private party respecting the transactions contemplated by this Agreement or to comply with any other structure or conduct remedy or restriction or limit on operation; provided, further, that the Parties shall both use Commercially Reasonable Efforts to promptly respond to the DOJ or the FTC to a request for additional information as defined under the HSR Act.