Common use of ANTITRUST IMPROVEMENTS ACT COMPLIANCE Clause in Contracts

ANTITRUST IMPROVEMENTS ACT COMPLIANCE. UAG, the Stockholder and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "H-S-R Act"), and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. The parties shall use their best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H-S-R Act to terminate or expire at the earliest possible date and to resist vigorously (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; PROVIDED, HOWEVER, that if UAG or the Stockholder shall determine after issuance of any preliminary injunction that continuing such resistance is not in its or their best interests, UAG or the Stockholder, as the case may be, may, by written notice to the other party, terminate this Agreement with the effect set forth in SECTION 8.2 hereof. In the event that the Stockholder incurs any expense in connection with any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, UAG shall reimburse the Stockholder for such expense unless the Stockholder incurred such expense after UAG notified the Stockholder that UAG intended to terminate the Agreement.

ANTITRUST IMPROVEMENTS ACT COMPLIANCE. UAG, the Stockholder UAG and Sub and the CompanyStockholders and the Companies, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "H-S-R Act"), and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. The parties shall use their best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H-S-R Act to terminate or expire at the earliest possible date and to resist vigorously vigorously, at their respective cost and expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; PROVIDEDprovided, HOWEVERhowever, that if UAG or the Stockholder Stockholders shall determine after issuance of any preliminary injunction that continuing such resistance is not in its or their best interests, UAG or the StockholderStockholders, as the case may be, may, by written notice to the other party, terminate this Agreement with the effect set forth in SECTION Section 8.2 hereof. In UAG shall be responsible for paying all filing fees under the H-S-R Act arising as a result of the acquisitions of the Dealerships; provided, however, that in the event that the Stockholder incurs any expense in connection with any assertion that the transactions contemplated herein constitute a violation acquisitions of the antitrust lawsDealerships require payment of more than two (2) H-S-R Act filing fees, UAG and the Stockholders shall reimburse each be responsible for one-half of the Stockholder for such expense unless the Stockholder incurred such expense after UAG notified the Stockholder that UAG intended to terminate the Agreementcosts of any filing fees in excess of two (2).