Common use of Antitrust Matters Clause in Contracts

Antitrust Matters. Each of Seller and Buyer shall as promptly as practicable, but in no event later than five (5) Business Days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated by this Agreement and the Other Transaction Documents. Each of Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Seller and Buyer 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 with any such inquiry or request as promptly as practicable. Each of Seller and Buyer shall use its reasonable best efforts to obtain any clearance required by, and cause the expiration or termination of any applicable waiting period under, the HSR Act for the purchase and sale of the Interest as soon as practicable. Neither Seller nor Buyer will extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement and the Other Transaction Documents, except with the prior written consent of the other party hereto. Notwithstanding anything to the contrary herein, and without limitation of the foregoing, if any objections are asserted under the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, or any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or any of the Other Transaction Documents as violative of the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, each of Seller and Buyer shall cooperate in all respects with each other and Buyer shall take reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement requires or shall be deemed to require Buyer to propose, negotiate, agree or commit to transfer or hold separate or dispose of asses or businesses if such actions would result in, or would be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on the Company and the Company Subsidiaries, taken as a whole.

Antitrust Matters. Each Subject to the terms and conditions and limitations set forth in this Agreement, each of Seller the Company and Buyer shall as promptly as practicableAcquiror agrees to take or cause to be taken the following actions: (i) comply promptly, but in no event later than five ten (510) Business Days following after the execution and delivery of this Agreementdate hereof, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report formreporting requirements of the HSR Act and upon the request of the Company use its commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act, if any(ii) no later than (15) Business Days make such other filings with any similar foreign Antitrust Authority as may be required under any applicable similar foreign law, required for and exercise commercially reasonable efforts to make such filings promptly after the date hereof, taking into consideration the nature of the requirements of and usual practices under the respective foreign laws and (iii) promptly provide to each and every Antitrust Authority any non-privileged information and documents requested by any Antitrust Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement. (b) take commercially reasonable efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement and on antitrust or competition grounds, including, without limitation, the Other Transaction Documentsdefense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Antitrust Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions (such claim or proceeding, an “Antitrust Proceeding”). Each However, notwithstanding the foregoing or any other provision of Buyer and Seller shall furnish this Agreement to the contrary, in no event shall the Acquiror or Merger Sub or any of their respective Affiliates be required to (i) sell, lease, encumber, license or otherwise dispose of, or hold separate pending such disposition of, any asset, right, product line, license, category of assets or business or other such necessary information and reasonable assistance as operation, or interest therein, of any Person within the Company Group or the Acquiror or any of its Affiliates; (ii) terminate existing relationships, contractual rights or obligations of the Company, the Blocker Company, or Acquiror or of any of their respective Subsidiaries or Affiliates; (iii) terminate any venture or other may request arrangement of the Company, the Blocker Company or Acquiror or of any of their respective Subsidiaries or Affiliates; (iv) create any relationship, contractual rights or obligations of the Company, the Blocker Company or Acquiror or of any of their respective Subsidiaries or Affiliates; or (v) effectuate any other change or restructuring of the Company, the Blocker Company or Acquiror or of any of their respective Subsidiaries or Affiliates (and, in each case, to enter into agreements or stipulate to the entry of an Governmental Order or decree or file appropriate applications with any Governmental Authority in connection with its preparation any of the foregoing). In addition, no Person within the Company Group may take, or agree to take, any of the foregoing actions with respect to any portion of the business, assets or contracts of any Person within the Company Group without the prior written consent of Acquiror. (c) Each of Acquiror, Merger Sub and the Company will assist and cooperate, and will cause their respective Affiliates to assist and cooperate, with each other party hereto or any Affiliate thereof in preparing and filing any and all written communications that are to be submitted to any Governmental Authority in connection with the transactions contemplated hereby and in obtaining any consents, waivers, authorizations or submission approvals from any Governmental Authority or third party that may be required to be obtained by any party hereto or any Affiliate thereof in connection with the transactions contemplated hereby, which assistance and cooperation will include: (i) reasonably consulting and cooperating with each other, and consider in good faith the view of each other, in connection with any filing, submission, or oral presentation and in connection with any investigation or other inquiry; (ii) timely furnishing to any other party hereto or Affiliate thereof all information that counsel to such party or Affiliate thereof reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (iii) promptly providing any other party hereto or Affiliate thereof with copies of all material written communications to or from any Governmental Authority relating to the transactions contemplated by this Agreement; provided, that such copies may be redacted as necessary under to address legal privilege or confidentiality concerns, contractual obligations or to comply with applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (iv) keeping the other parties hereto reasonably informed of any material communication received or given to or from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (v) providing the other parties hereto with prior notice of, consulting in advance of and permitting such other parties to review and incorporate any other party’s reasonable comments in any material communication conveyed to any Governmental Authority or in connection with any proceeding related to the HSR Act. Seller Act or under any other Law, in each case regarding the transactions contemplated by this Agreement. (d) Neither Acquiror nor Merger Sub, on the one hand, nor the Company nor Holder Representative, on the other hand, will, and Buyer shall keep each not permit any of their respective Affiliates to, initiate or participate in, any meeting or substantive communication (whether written or oral, including via emails or conference calls) with any Governmental Authority with respect to any filings, applications, investigation, or other apprised inquiry regarding the transactions contemplated by this Agreement without giving the other parties hereto reasonable prior notice of the status of any communications withmeeting or communication and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate in such meeting or communication or to comment on such communication and to incorporate such reasonable comments in such communication (subject to redaction as provided in Section 7.2(c) above). (e) Celestica US agrees that it shall not, and shall not permit Celestica Inc. or any inquiries of its Subsidiaries to, directly or requests for additional information fromindirectly, acquire or agree to acquire any assets, business or any person, whether by merger, consolidation, purchasing a substantial portion of the FTC and assets of or equity in any person, if the DOJ and shall comply with entering into of an agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would reasonably be expected to: (i) impose any such inquiry or request as promptly as practicable. Each of Seller and Buyer shall use its reasonable best efforts to obtain any clearance required by, and cause material delay in the expiration or termination of any applicable waiting period underor impose any delay in the obtaining of, or increase the HSR Act for the purchase and sale risk of the Interest as soon as practicable. Neither Seller nor Buyer will extend not obtaining, any waiting period under the HSR Act authorization, consent, clearance, approval or enter into any agreement with any order of a Governmental Entity not Authority necessary to consummate the transactions contemplated by this Agreement transactions, including any approvals and the Other Transaction Documents, except with the prior written consent expiration of the other party hereto. Notwithstanding anything waiting periods pursuant to the contrary herein, and without limitation of the foregoing, if any objections are asserted under the HSR Act or any other U.S. or foreign antitrust, merger control or competition lawapplicable Law; (ii) materially increase the risk of any Governmental Authority entering, or materially increase the risk of not being able to remove or successfully challenge, any administrative permanent, preliminary or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or any of the Other Transaction Documents as violative of the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, each of Seller and Buyer shall cooperate in all respects with each other and Buyer shall take reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, temporary injunction or other order, whether temporarydecree, preliminary decision, determination or permanentjudgment that would delay, that is in effect and that prohibitsrestrain, prevents prevent, enjoin or restricts otherwise prohibit consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to transactions; or (iii) otherwise delay or impede the contrary, nothing in this Agreement requires or shall be deemed to require Buyer to propose, negotiate, agree or commit to transfer or hold separate or dispose consummation of asses or businesses if such actions would result in, or would be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on the Company and the Company Subsidiaries, taken as a wholecontemplated transactions.

Antitrust Matters. Each of Seller the Company and the Buyer shall as promptly as agrees to file all appropriate notifications and filings pursuant to the HSR Act or any other applicable antitrust or competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, but in no any event later than five within three (53) Business Days following after the execution date hereof and delivery to supply promptly any additional information and documentary material that may be requested of this Agreement, file such party by the relevant Governmental Authorities in connection with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated by this Agreement and the Other Transaction DocumentsHSR Act or any other applicable antitrust or competition laws. Each of Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC Company and the DOJ and shall comply with any such inquiry or request as promptly as practicable. Each of Seller and Buyer shall agrees to use its reasonable best efforts to obtain any clearance required by, and cause the expiration or early termination of any applicable waiting period under, the HSR Act for the purchase and sale of the Interest as soon as practicable. Neither Seller nor Buyer will extend any waiting period under the HSR Act and any other applicable antitrust or enter into competition law, as applicable. Each of the Company and the Buyer agrees to use reasonable best efforts to avoid or eliminate as soon as possible each and every impediment under the HSR Act and any agreement with other applicable antitrust or competition laws that may be asserted by any Governmental Entity not United States or other governmental antitrust authority so as to enable the parties to expeditiously consummate the transactions contemplated Contemplated Transactions, including committing to and/or effecting, by this Agreement and consent decree, hold separate order or otherwise, the Other Transaction Documentssale or disposition of such assets, except with securities, facilities or other properties as are required to be divested in order to facilitate the prior written consent expiration or termination of the other party hereto. Notwithstanding anything to the contrary herein, and without limitation of the foregoing, if any objections are asserted HSR Act waiting period or otherwise obtain all applicable merger control clearances under the HSR Act or any other U.S. or foreign antitrust, merger control applicable antitrust or competition lawlaws; provided, or any administrative or judicial action or proceedinghowever, including any proceeding by a private partythat, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or any of notwithstanding the Other Transaction Documents as violative of foregoing, the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, each of Seller and Buyer shall cooperate in all respects with each other not be required to, and Buyer the Sellers shall not be permitted to, take reasonable best efforts to contest and resist any such action which would materially and adversely affect the assets, revenues or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation financial condition of the transactions contemplated by this Agreement. Notwithstanding anything herein to combined home healthcare business of the contrary, nothing in this Agreement requires or shall be deemed to require Buyer to propose, negotiate, agree or commit to transfer or hold separate or dispose of asses or businesses if such actions would result in, or would be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on the Company Acquired Companies and the Company SubsidiariesBuyer, taken as a whole. The Buyer shall pay the filing fees associated with the HSR filings and any other applicable antitrust or competition laws. Each of the Company and the Buyer agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any United States or other governmental antitrust authority in connection with the Contemplated Transactions unless it (i) consults with the other party in advance, if at all possible, and (ii) to the extent not prohibited by such governmental antitrust authority, gives the other party the opportunity to attend and participate. The Company and the Buyer will supply each other with copies of all correspondence, filings or communications with governmental antitrust authorities, with respect to the Contemplated Transactions; provided, however, that to the extent any of the documents or information are commercially or competitively sensitive, the Company or the Buyer, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client.

Antitrust Matters. Each of (a) Seller and Buyer shall as promptly as practicable, but cause to be made all filings required under the HSR Act in no event later than five (5) Business Days following the execution and delivery of this Agreement, file connection with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for or relating to the transactions contemplated by this Agreement and within seven (7) Business Days after the Other Transaction Documents. Each date of Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. this Agreement. (b) Seller and Buyer 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 with any such inquiry or request as promptly as practicable. Each of Seller and Buyer shall (i) use its commercially reasonable best efforts to obtain any clearance required byresolve such objections, and cause the expiration or termination of any applicable waiting period underif any, the HSR Act for the purchase and sale of the Interest as soon as practicable. Neither Seller nor Buyer will extend any waiting period under the HSR Act or enter into any agreement may be asserted with any Governmental Entity not respect to consummate the transactions contemplated by this Agreement and the Other Transaction Documentsunder any antitrust or trade regulatory laws of any Governmental Authority, except with the prior written consent of the other party hereto. Notwithstanding anything to the contrary herein, and without limitation of the foregoing, if any objections are asserted under including the HSR Act ("Antitrust Laws"), and (ii) if any action, suit or any other U.S. proceeding is threatened or foreign antitrust, merger control instituted challenging this Agreement or competition law, or any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction the transactions contemplated by this Agreement or as being in violation of any of the Other Transaction Documents as violative of the HSR Act or any other U.S. or foreign antitrustAntitrust Law, merger control or competition law, each of Seller and Buyer shall cooperate in all respects with each other and Buyer shall take reasonable use their respective best efforts to contest and resist any take such action as may be required by the applicable Governmental Authority (including the Antitrust Division of the U.S. Department of Justice or proceeding and the U.S. Federal Trade Commission) in order to resolve such objections as such Governmental Authority may have vacatedto such transactions under such Antitrust Law or in order to avoid the entry of, liftedor to effect the dissolution of, reversed or overturned any decreeinjunction, judgment, injunction temporary restraining order or other order, whether temporary, preliminary Governmental Order that has the effect of adversely affecting or permanent, that is in effect and that prohibits, prevents or restricts delaying the consummation of the transactions contemplated by this Agreement; provided that such action shall not have a Material Adverse Effect on Seller or Buyer, as the case may be. Notwithstanding anything herein to The entry by any Governmental Authority in any suit brought by a 49 private party or Governmental Authority challenging the contrary, nothing in transactions contemplated by this Agreement requires as being in violation of any Antitrust Law of a Governmental Order permitting the transactions contemplated by this Agreement, but requiring that any of the businesses, product lines or assets of Buyer, any of Buyer's Affiliates or the Company be divested or held separate, or that would otherwise limit Buyer's freedom of action with respect to, or its ability to retain, the Business or any portion thereof or any of Buyer's or its Affiliates' other assets or businesses, shall not be deemed a failure to require Buyer to propose, negotiate, agree satisfy the conditions specified in Section 6.2 or commit to transfer or hold separate or dispose of asses or businesses if such actions would result in, or would be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on the Company and the Company Subsidiaries, taken as a whole6.4.

Antitrust Matters. Each of Seller Subject to the terms and Buyer shall as promptly as practicable, but conditions set forth in no event later than five (5) Business Days following the execution and delivery of this Agreement, file with without limiting the United States Federal Trade Commission generality of the other undertakings pursuant to this Section 6.5(e), each of the Company (in the “FTC”case of clauses (i) and (iii) of this Section 6.5(e) set forth below) and Parent (in all cases set forth below) agree to take or cause to be taken the United States Department of Justice following actions: (the “DOJ”i) the notification to provide promptly to each and report formevery federal, if anystate, required for the transactions contemplated by this Agreement and the Other Transaction Documents. Each of Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection local or foreign court or Governmental Entity with its preparation of any filing or submission that is necessary under the HSR Act. Seller and Buyer 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 with any such inquiry or request as promptly as practicable. Each of Seller and Buyer shall use its reasonable best efforts to obtain any clearance required by, and cause the expiration or termination jurisdiction over enforcement of any applicable waiting period under, the HSR Act for the purchase Antitrust Law (a "Governmental Antitrust Entity") such non-privileged information and sale of the Interest documents as soon as practicable. Neither Seller nor Buyer will extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated requested by this Agreement and the Other Transaction Documents, except with the prior written consent of the other party hereto. Notwithstanding anything to the contrary herein, and without limitation of the foregoing, if any objections are asserted under the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, or any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or any of the Other Transaction Documents as violative of the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, each of Seller and Buyer shall cooperate in all respects with each other and Buyer shall take reasonable best efforts to contest and resist any such action Governmental Antitrust Entity or proceeding and that are necessary, proper or advisable to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts permit consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein ; (ii) to use its reasonable best efforts to avoid the contraryentry or enactment of any permanent, nothing in preliminary or temporary injunction or other order, decree, decision, determination, judgment, investigation or Law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement requires Agreement, including the proffer and agreement by Parent of its willingness to sell or shall be deemed to require Buyer to proposeotherwise dispose of, negotiate, agree or commit to transfer or hold separate or dispose pending such disposition, and promptly to effect the sale, disposal and holding separate of, such assets, categories of asses assets or businesses or other segments of the Company or Parent or either's respective Subsidiaries or Affiliates (and the entry into agreements with, and submission to orders of, the relevant Governmental Antitrust Entity giving effect thereto) if such actions action is reasonably necessary to avoid, prevent, eliminate or remove the actual or threatened (x) commencement of any investigation or proceeding in any forum or (y) issuance or enactment of any order, decree, decision, determination, judgment or Law that would result indelay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger and the other transactions contemplated hereby by any Governmental Antitrust Entity; and (iii) in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination, decree or Law is entered, issued or enacted, or becomes reasonably foreseeable to be entered, issued or enacted, in any proceeding, review or inquiry of any kind that would be reasonably likely make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement, to result inuse its reasonable best efforts to take any and all steps (including the appeal thereof, either individually the posting of a bond or in the aggregatetaking of the steps contemplated by clause (ii) of this Section 6.5(e)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination, decree or enactment so as to permit such consummation on a material adverse effect on the Company and the Company Subsidiaries, taken schedule as a wholeclose as possible to that contemplated by this Agreement.

Antitrust Matters. (a) Each of Seller and Buyer party shall as promptly as practicable, but in no event later than five (5) Business Days following the execution and delivery of this Agreement, file ----------------- with the United States Federal Trade Commission (and the “FTC”) and Antitrust Division of the United States Department of Justice (a pre-merger notification in accordance with the “DOJ”) HSR Act with respect to the notification and report formsale of the Company Shares. The parties shall reasonably cooperate to expedite the termination of the waiting period under the HSR Act. Each party hereto shall promptly inform the other of any material communication from the Federal Trade Commission, if any, required for the United States Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement hereby and each shall keep the Other Transaction Documentsothers apprised of the status thereof. If either party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request. Buyer will advise Cyprus Amax promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with the Federal Trade Commission, the United States Department of Justice or any other Governmental Authority in connection with the transactions contemplated hereby. Each of Cyprus Amax and Buyer shall, and Seller each shall cause its Affiliates to, furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that which is necessary under the HSR Act. Seller and Buyer shall keep each Act or such other apprised of Laws or which is otherwise requested by any Governmental Authority in the status course of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply with any such inquiry or request as promptly as practicable. Each of Seller and Buyer shall use its reasonable best efforts to obtain any clearance required by, and cause the expiration or termination of any applicable waiting period under, the HSR Act for the purchase and sale of the Interest as soon as practicable. Neither Seller nor Buyer will extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement and the Other Transaction Documents, except with the prior written consent of the other party hereto. Notwithstanding anything to the contrary herein, and without limitation of the foregoing, if any objections are asserted under the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, or any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or any of the Other Transaction Documents as violative of the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, each of Seller and Buyer shall cooperate in all respects with each other and Buyer shall take reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation review of the transactions contemplated by this Agreement. Notwithstanding anything herein . (b) Without limiting the generality of the foregoing, Buyer shall take all action necessary to resolve as promptly as possible and in any event prior to October 12, 1999 such objections, if any, as may be asserted with respect to the contrarytransactions contemplated hereby under any Antitrust Law and to obtain any clearance or approvals required under any Antitrust Law for the consummation of the transactions contemplated by the Agreement. For purposes of clarification, nothing such obligation of Buyer shall include a requirement to proffer sufficiently in this Agreement requires advance of such date its willingness to accept an order to divest any assets, line of business or shall be deemed properties of the Company or any of its Subsidiaries or of the Buyer or any of its Affiliates and to require Buyer to propose, negotiate, agree or commit to transfer or hold separate any such assets, line of business or dispose of asses or businesses if properties pending such actions would result in, or would be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on the Company divestiture (and the Company Subsidiaries, taken as execution of a wholeconsent decree or other agreement giving effect thereto).

Antitrust Matters. Each of Seller and The Buyer shall shall, as promptly as practicable, but in no event later than five (5) Business Days [***] following the execution and delivery of this Agreement, file make the filing with the United States Federal Trade Commission Anti-Trust Authority [***] (the “FTCRequired Antitrust Filing”) ). The Acquired Companies and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated by this Agreement and the Other Transaction Documents. Each of Buyer and Seller Sellers shall furnish to the other Buyer such necessary information and reasonable assistance as the other Buyer may request in connection with its preparation of any filing or submission that is necessary under in connection with the HSR ActRequired Antitrust Filing. Seller and Buyer shall use commercially reasonable efforts to respond to any request for additional information made in response to such Required Antitrust Filing or in information requests made by any such Anti-Trust Authority, and the Acquired Companies and the Sellers shall provide Buyer with such information and other assistance as reasonably requested by Buyer in connection therewith. The Parties shall promptly 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 Anti-Trust Authority, shall comply with any such inquiry or request as promptly as practicablemade thereby, and shall cooperate to the extent reasonable under the circumstances in complying with any inquiry or request made thereby. Each [***] be responsible [***] the filing fees in respect of Seller and the Required Antitrust Filing. Buyer shall use its reasonable best efforts have the right to obtain any clearance required by, and cause direct the expiration or termination of any applicable waiting period under, the HSR Act for the purchase and sale strategy of the Interest as soon as practicable. Neither Seller nor Buyer will extend parties in a manner consistent with the terms of this Agreement in any communications, meetings or proceedings with the Anti-Trust Authority in connection with the expiry or consummation of any waiting period under (including any extension thereof) applicable to the HSR Act or enter into any agreement with any Governmental Entity not to consummate consummation of the transactions contemplated by this Agreement and hereby under the Other Transaction Documents, except with the prior written consent competition Laws of the other party heretocountries that are the subject of the Required Antitrust Filing. Notwithstanding anything to the contrary hereinin this Agreement, (a) neither Buyer nor any Acquired Company shall be under any obligation to (and no Acquired Company shall without the prior written consent of Buyer) litigate before or with, or contest any order or decree, or defend against any such actions or proceedings commenced by the Anti-Trust Authority in respect of applicable antitrust and competition Laws, and without limitation (b) neither Buyer nor any of its Affiliates shall be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action that could be expected to in any way limit (i) the freedom of action of Buyer or its Affiliates with respect to the operation of, or Buyer’s or its subsidiaries’ or Affiliates’ ability to retain, the Acquired Companies or any businesses, product lines or assets of the foregoingany Acquired Company, if (ii) the ability to retain, own or operate any objections are asserted under portion of the HSR Act businesses, product lines, or assets, of Buyer or any other U.S. or foreign antitrust, merger control or competition lawof its Affiliates, or (iii) alter or restrict in any administrative way the business or judicial action commercial practices of any Acquired Company, Buyer or proceedingits Affiliates; provided, including that in no event shall the Acquired Company to take any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction of the actions contemplated by this Agreement or any clause (b) without the prior written consent of the Other Transaction Documents as violative of the HSR Act or any other U.S. or foreign antitrust, merger control or competition law, each of Seller and Buyer. Buyer shall cooperate provide Seller 1 and the Sellers’ Representative with a reasonable period of time to review and comment on all submissions, notifications, filings and other material communications to the Anti-Trust Authority prior to the submission thereof and shall consider in good faith any reasonable comments from Seller 1 and the Sellers’ Representative thereto. Where permitted by the Anti-Trust Authority, Buyer shall use reasonable efforts to allow reasonable persons nominated by Seller 1 and the Sellers’ Representative to attend all meetings and participate in all respects material telephone or other material conversations with each other the Anti-Trust Authority. Should Buyer make an antitrust filing after the Closing [***] the Sellers shall furnish to Buyer such necessary information and provide such reasonable assistance as Buyer may reasonably request in connection with its preparation of such post-close filing and/or in connection with any request for additional information or inquiry made in response to such filing by the relevant Indonesian competition authorities, and the Sellers shall take otherwise cooperate with Buyer to the extent reasonable best efforts in the circumstances in relation to contest and resist any such action filing, inquiry or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement requires or shall be deemed to require Buyer to propose, negotiate, agree or commit to transfer or hold separate or dispose of asses or businesses if such actions would result in, or would be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on the Company and the Company Subsidiaries, taken as a wholerequest.

Antitrust Matters. Each of Seller (i) Subject to the terms and Buyer shall as promptly as practicable, but conditions set forth in no event later than five (5) Business Days following the execution and delivery of this Agreement, file with without limiting the United States Federal Trade Commission generality of the undertakings pursuant to this Section 6.5, each of the Company, the Controlling Shareholder, the Strategic Investor and Merger Sub agrees to promptly provide to each and every Governmental Antitrust Entity non-privileged information and documents (the “FTC”i) and the United States Department requested by any Governmental Antitrust Entity or (ii) that are necessary, proper or advisable to permit consummation of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated by this Agreement and the Other Transaction Documents. Each of Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection accordance with its preparation of any filing or submission that is necessary under the HSR Act. Seller and Buyer shall keep each other apprised of the status of any communications withSection 7.1(b), and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply with any such inquiry or request as promptly as practicable. Each of Seller and Buyer shall use its reasonable best efforts to obtain any clearance required bytake or cause to be taken all other actions necessary, and proper or advisable consistent with this Section 6.5(d) to cause the expiration or termination of any the applicable waiting period underperiods, the HSR Act for the purchase and sale or receipt of the Interest required authorizations, as applicable, under all applicable antitrust Laws as soon as practicable. Neither Seller nor Buyer will extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity . (ii) In furtherance and not to consummate the transactions contemplated by this Agreement and the Other Transaction Documents, except with the prior written consent of the other party hereto. Notwithstanding anything to the contrary herein, and without in limitation of the foregoingcovenants of the parties contained herein, if any objections are asserted with respect to the transactions contemplated hereby under the HSR Act any Law or if any other U.S. or foreign antitrust, merger control or competition law, or any administrative or judicial action or proceeding, including any proceeding by a private party, suit is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity or any private party challenging any transaction contemplated by this Agreement or any of the Other Transaction Documents transactions contemplated hereby as violative of any Law or which would otherwise prevent, materially impede or materially delay the HSR Act or any other U.S. or foreign antitrust, merger control or competition lawconsummation of the transactions contemplated hereby, each of Seller the Strategic Investor, the Controlling Shareholder, Merger Sub and Buyer the Company shall cooperate in all respects with each other and Buyer shall take use its reasonable best efforts to contest and resist resolve any such action objections or proceeding and suits so as to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts permit consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein , including selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or agreeing to the contrarysell, nothing in this Agreement requires or shall be deemed to require Buyer to propose, negotiate, agree or commit to transfer or hold separate or otherwise dispose of asses or businesses if conduct its business in a manner which would resolve such actions objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its Subsidiaries or the conducting of its business in a manner which would result inresolve such objections or suits so long as such actions, or would be reasonably likely to result in, either individually or in the aggregate, do not have, and would not be reasonably likely to have, a material adverse effect on Material Adverse Effect; provided, however, that the Company may expressly condition any such sale, holding separate or other disposal, and any agreement to take any such action or to conduct its business in any manner, upon the consummation of the Merger and the Company Subsidiaries, taken as a wholeother transactions contemplated hereby.