Common use of ANTITRUST IMPROVEMENTS ACT COMPLIANCE Clause in Contracts

ANTITRUST IMPROVEMENTS ACT COMPLIANCE. SAG, the Stockholders 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 Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ and the rules and regulations promulgated thereunder with respect to the transactions contemplated herein. SAG shall prepare all of the filings required pursuant to this Section 5.11 and SAG shall pay the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ filing fee relating to such filings, provided, however, that each Party shall pay the attorney's, consulting, accounting and other consulting fees or expenses in connection with the preparation of each respective Person's filing. 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 Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ to terminate or expire at the earliest possible date, and to resist vigorously, at SAG's 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; provided, however, that if SAG shall determine that continuing such resistance is not in its best interest, SAG may, by written notice to the other Parties, terminate this Agreement with the effect set forth in SS.8.2 hereof.