Common use of Governmental Approvals, etc Clause in Contracts

Governmental Approvals, etc. (a) Each of Purchaser and Seller shall as promptly as practicable, but in no event later than six (6) Business Days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice, the notification and report form under the HSR Act required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Each of Purchaser and Seller shall as promptly as practicable comply with any other Laws of any country which are applicable to any of the transactions contemplated hereby and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Each of Purchaser 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, registration or declaration which is necessary under the HSR Act or any other such Laws. Purchaser and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. (b) Subject to the terms and conditions of this Agreement, each party shall use its best efforts to cause the Closing to occur as promptly as practicable, including without limitation, (i) in the case of Purchaser, vigorously defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby on antitrust grounds, including seeking to have vacated or reversed any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority that is not yet final and nonappealable, (ii) in the case of Seller, assisting Purchaser and cooperating fully with Purchaser in defending any lawsuits, actions or proceedings of the nature described in clause (i) above, including, but not limited to, providing information within Seller's possession and making Seller's personnel available to Purchaser's counsel in a timely manner as necessary, instructing Seller's counsel to vigorously defend depositions of Seller's personnel and to work closely with Purchaser's counsel to develop common litigation strategies and (iii) in the case of each party, (A) vigorously defending against any other lawsuits, actions or proceedings naming it as a defendant that would cause the condition set forth in Section 6.1(d) not to be satisfied and (B) assisting and cooperating fully with the other party in defending any lawsuits, actions or proceedings of the nature described in clause (A) above.

Governmental Approvals, etc. (a) Each of Purchaser and Seller CBS shall as promptly as practicable, (i) but in no event later than six (6) Business Days 10 business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice, Justice the notification and report form under the HSR Act required for the transactions contemplated hereby and and, thereafter, any supplemental information requested in connection therewith pursuant to the HSR ActAct and (ii) but in no event later than 20 business days following the execution and delivery of this Agreement file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-▇▇▇▇▇▇ Amendment for the transactions contemplated hereby. Each of Purchaser and Seller CBS shall as promptly as practicable comply with any other Laws of any country which are applicable to any of the transactions contemplated hereby and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Each of Purchaser and Seller CBS shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such Laws. Purchaser and Seller CBS shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. Purchaser and CBS shall use their best efforts and take all necessary action to obtain any clearance under the HSR Act, the Exon-▇▇▇▇▇▇ Amendment or any other consent, approval, order or authorization of any Governmental Authority, necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. (b) Subject to the terms and conditions of this Agreement, each party shall use its best efforts to cause the Closing to occur as promptly as practicable, including without limitation, (i) in the case of Purchaseras contemplated by Section 5.3(a) or 5.4, vigorously (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby on antitrust groundshereby, including seeking to have vacated prevent the entry or reversed imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable, provided, however, that none of Sellers nor -------- ------- Purchaser nor their Affiliates shall be required to make any material monetary expenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (iifinancial or otherwise) to any third Person. (c) Purchaser shall use its commercially reasonable efforts to obtain as promptly as practicable all permits, licenses, franchises, approvals, consents and authorizations by or of Governmental Authorities required by Law or Contract for Purchaser to conduct the Business following the Closing and to own the Acquired Assets (each, a "Purchaser Permit"), and CBS shall, and shall cause ---------------- the other Sellers and the Sold Subsidiaries to, cooperate with Purchaser in connection therewith. Notwithstanding the foregoing, neither CBS nor Purchaser shall be required to expend any material sum or agree to a material concession to any Govern mental Authority to obtain, or, in the case of SellerCBS, assisting to assist Purchaser and cooperating fully with Purchaser in defending any lawsuitsto obtain, actions or proceedings of the nature described in clause (i) above, including, but not limited to, providing information within Seller's possession and making Seller's personnel available to Purchaser's counsel in a timely manner as necessary, instructing Seller's counsel to vigorously defend depositions of Seller's personnel and to work closely with Purchaser's counsel to develop common litigation strategies and (iii) in the case may be, any such Purchaser Permit. Purchaser acknowledges that certain facilities owned or serviced by the Business and certain related documents, records and information are classified for United States government security purposes as high as the level of each party"Top Secret," which may require, (A) vigorously defending against in addition to any other lawsuitsPurchaser Permits required under applicable Law to conduct the Business at such facilities, actions the employment of individuals holding United States government security clearances as high as the level of "Top Secret." Notwithstanding anything to the contrary in this Agreement, CBS shall not be required to provide access to such facilities or proceedings naming it as a defendant that would cause any such related documents, records or information to any representative or employee of Purchaser unless such individual presents evidence reasonably satisfactory to CBS of such individual's security clearance meeting the condition set forth in Section 6.1(d) not to be satisfied and (B) assisting and cooperating fully with the other party in defending any lawsuits, actions or proceedings of the nature described in clause (A) abovesecurity clearance level prescribed for such access.

Governmental Approvals, etc. (a) Each of Purchaser and Seller CBS shall as promptly as practicable, (i) but in no event later than six (6) Business Days 10 business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice, Justice the notification and report form under the HSR Act required for the transactions contemplated hereby and and, thereafter, any supplemental information requested in connection therewith pursuant to the HSR Act, (ii) but in no event later than 20 business days following the execution and delivery of this Agreement, (A) file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-▇▇▇▇▇▇ Amendment for the transactions contemplated hereby and (B) file with the NRC or applicable Agreement States such applications for licenses or license transfers as necessary for the transactions contemplated hereby. Each of Purchaser and Seller CBS shall as promptly as practicable comply with any other Laws of any country which are applicable to any of the transactions contemplated hereby and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions trans actions is necessary. Each of Purchaser and Seller CBS shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such Laws. Purchaser and Seller CBS shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. Purchaser and CBS shall use their best efforts and take all necessary action to obtain any clearance under the HSR Act, the Exon-▇▇▇▇▇▇ Amendment or any other consent, approval, order or authorization of any Governmental Authority, necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. (b) Subject to the terms and conditions of this Agreement, each party shall use its best efforts to cause the Closing to occur as promptly as practicable, including without limitation, (i) in the case of Purchaseras contemplated by Section 5.3(a) or 5.4, vigorously (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby on antitrust groundshereby, including seeking to have vacated prevent the entry or reversed imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable; provided, however, that none of Sellers nor -------- ------- Purchaser nor their Affiliates shall be required to make any material monetary expenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (iifinancial or otherwise) to any third Person. (c) Purchaser shall use its commercially reasonable efforts to obtain as promptly as practicable all permits, licenses, franchises, approvals, consents and authorizations by or of Governmental Authorities required by Law or Contract for Purchaser to conduct the Business following the Closing and to own the Acquired Assets (each, a "Purchaser Permit"), and CBS shall, and shall cause ---------------- the other Sellers and the Sold Subsidiaries to, cooperate with Purchaser in connection therewith. Notwithstanding the foregoing, neither CBS nor Purchaser shall be required to expend any material sum or agree to a material concession to any Govern mental Authority to obtain, or, in the case of SellerCBS, assisting to assist Purchaser and cooperating fully with Purchaser in defending any lawsuitsto obtain, actions or proceedings of the nature described in clause (i) above, including, but not limited to, providing information within Seller's possession and making Seller's personnel available to Purchaser's counsel in a timely manner as necessary, instructing Seller's counsel to vigorously defend depositions of Seller's personnel and to work closely with Purchaser's counsel to develop common litigation strategies and (iii) in the case may be, any such Purchaser Permit. Purchaser acknowledges that certain facilities owned or serviced by the Business and certain related documents, records and information are classified for United States government security purposes as high as the level of each party"Top Secret," which may require, (A) vigorously defending against in addition to any other lawsuitsPurchaser Permits required under applicable Law to conduct the Business at such facilities, actions the employment of individuals holding United States government security clearances as high as the level of "Top Secret." Notwithstanding anything to the contrary in this Agreement, CBS shall not be required to provide access to such facilities or proceedings naming it as a defendant that would cause any such related documents, records or information to any representative or employee of Purchaser unless such individual presents evidence reasonably satisfactory to CBS of such individual's security clearance meeting the condition set forth in Section 6.1(d) not to be satisfied and (B) assisting and cooperating fully with the other party in defending any lawsuits, actions or proceedings of the nature described in clause (A) abovesecurity clearance level prescribed for such access.

Governmental Approvals, etc. (a) Each of Purchaser and ---------------------------- Seller shall as promptly as practicable, but in no event later than six (6) Business Days five business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice, the notification and report form under the HSR Act required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Each of Purchaser and Seller shall as promptly as practicable comply with any other Laws laws of any country and the European Union which are applicable to any of the transactions contemplated hereby and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity or any other Person in connection with such transactions is necessary. Each of Purchaser 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, registration or declaration which is necessary under the HSR Act or any other such Lawslaws. Purchaser and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental AuthorityEntity, and shall comply promptly with any such inquiry or request. Purchaser shall use its best efforts to obtain any clearance under the HSR Act or any other consent, approval, order or authorization of any Governmental Entity, necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, including by executing agreements and submitting to judicial or administrative orders to hold separate and divest any business or assets of the Division or of Purchaser or any of its subsidiaries. (b) Subject to the terms and conditions of this Agreement, each party shall use its best efforts to cause the Closing to occur as promptly as practicableoccur, including without limitation, (i) in the case of Purchaseras contemplated by Section 4.3(a) or 4.4, vigorously (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby on antitrust groundshereby, including seeking to have vacated or reversed any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority Entity that is not yet final and nonappealablenonappealable vacated or reversed; provided, however, that none of Sellers or their affiliates shall be -------- ------- required to make any material monetary expenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (iifinancial or otherwise) to any third Person. Without limiting the foregoing, each party shall use its best efforts (subject to the proviso in the case of Seller, assisting Purchaser and cooperating fully with Purchaser in defending any lawsuits, actions or proceedings of the nature described in clause (iimmediately preceding sentence) above, including, but not limited to, providing information within Seller's possession and making Seller's personnel available to Purchaser's counsel in a timely manner as necessary, instructing Seller's counsel to vigorously defend depositions of Seller's personnel and to work closely with Purchaser's counsel to develop common litigation strategies and (iii) in the case of each party, (A) vigorously defending against any other lawsuits, actions or proceedings naming it as a defendant that would cause the condition set forth in Section 6.1(d) not Closing to be satisfied and (B) assisting and cooperating fully with the other party in defending any lawsuitsoccur by March 1, actions or proceedings of the nature described in clause (A) above1996.

Governmental Approvals, etc. (a) Each If applicable, each of Purchaser Buyer and Seller shall as promptly as practicable, but in no event later than six (6) Business Days 10 business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice, the Justice a notification and report form under the HSR Act required for the transactions contemplated hereby and and, thereafter, any supplemental information requested in connection therewith pursuant to the HSR Act. Each of Purchaser Buyer and Seller shall as promptly as practicable comply with any other Laws of any country which are applicable to any of the transactions contemplated hereby and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, Consent of any Governmental Authority or any other Person in connection with such transactions is necessary. Each of Purchaser 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, registration or declaration which is necessary under the HSR Act or any other such Laws. Purchaser Buyer and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. Buyer and Seller shall each use commercially reasonable efforts and take all necessary action to obtain any clearance under the HSR Act or any other Consent of any Governmental Authority necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. (b) Subject to the terms and conditions of this Agreement, each party shall use its best commercially reasonable efforts to cause the Closing to occur as promptly as practicable, including without limitation, (i) in the case of Purchaseras contemplated by Section 5.3(a) or 5.4, vigorously (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby on antitrust groundshereby, including seeking to have vacated prevent the entry or reversed imposition of any preliminary injunction, temporary restraining orderOrder, stay or other legal restraint or prohibition entered or imposed by any court Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such Order, stay or other Governmental Authority restraint or prohibition that is not yet final and nonappealable; provided, however, that neither Seller, nor any of its Affiliates, shall be required to make any material monetary expenditure or asset divestiture, commence or be a plaintiff in any litigation or offer or grant any material accommodation (iifinancial or otherwise) to any third Person. (c) Buyer shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits and Consents of Governmental Authorities required by Law or contract for Buyer to conduct the Business following the Closing and to own the Purchased Assets (each, a "Buyer Permit"), and Seller shall cooperate with Buyer in connection therewith. Notwithstanding the foregoing, neither Seller nor Buyer shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain, or, in the case of Seller, assisting Purchaser and cooperating fully with Purchaser in defending any lawsuits, actions or proceedings of the nature described in clause (i) above, including, but not limited to, providing information within Seller's possession and making Seller's personnel available to Purchaser's counsel in a timely manner as necessary, instructing Seller's counsel to vigorously defend depositions of Seller's personnel and to work closely with Purchaser's counsel to develop common litigation strategies and (iii) in the case of each party, (A) vigorously defending against any other lawsuits, actions or proceedings naming it as a defendant that would cause the condition set forth in Section 6.1(d) not to be satisfied and (B) assisting and cooperating fully with the other party in defending any lawsuits, actions or proceedings of the nature described in clause (A) above.of

Governmental Approvals, etc. (a) Each If applicable, each of Purchaser Buyer and Seller shall as promptly as practicable, but in no event later than six (6) Business Days 10 business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice, the Justice a notification and report form under the HSR Act required for the transactions contemplated hereby and and, thereafter, any supplemental information requested in connection therewith pursuant to the HSR Act. Each of Purchaser Buyer and Seller shall as promptly as practicable comply with any other Laws of any country which are applicable to any of the transactions contemplated hereby and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, Consent of any Governmental Authority or any other Person in connection with such transactions is necessary. Each of Purchaser 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, registration or declaration which is necessary under the HSR Act or any other such Laws. Purchaser Buyer and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. Buyer and Seller shall each use commercially reasonable efforts and take all necessary action to obtain any clearance under the HSR Act or any other Consent of any Governmental Authority necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. (b) Subject to the terms and conditions of this Agreement, each party shall use its best commercially reasonable efforts to cause the Closing to occur as promptly as practicable, including without limitation, (i) in the case of Purchaseras contemplated by Section 5.3(a) or 5.4, vigorously (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby on antitrust groundshereby, including seeking to have vacated prevent the entry or reversed imposition of any preliminary injunction, temporary restraining orderOrder, stay or other legal restraint or prohibition entered or imposed by any court Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such Order, stay or other Governmental Authority restraint or prohibition that is not yet final and nonappealable; provided, however, that neither Seller, nor any of its Affiliates, shall be required to make any material monetary expenditure or asset divestiture, commence or be a plaintiff in any litigation or offer or grant any material accommodation (iifinancial or otherwise) to any third Person. (c) Buyer shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits and Consents of Governmental Authorities required by Law or contract for Buyer to conduct the Business following the Closing and to own the Purchased Assets (each, a "Buyer Permit"), and Seller shall cooperate with Buyer in connection therewith. Notwithstanding the foregoing, neither Seller nor Buyer shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain, or, in the case of Seller, assisting Purchaser and cooperating fully with Purchaser in defending any lawsuitsto assist Buyer to obtain, actions or proceedings of the nature described in clause (i) above, including, but not limited to, providing information within Seller's possession and making Seller's personnel available to Purchaser's counsel in a timely manner as necessary, instructing Seller's counsel to vigorously defend depositions of Seller's personnel and to work closely with Purchaser's counsel to develop common litigation strategies and (iii) in the case may be, any such Buyer Permit. Buyer acknowledges that certain facilities owned or serviced by the Business and certain related documents, records and information are classified for United States government security purposes as high as the level of each party"Top Secret," which may require, (A) vigorously defending against in addition to any other lawsuitsBuyer Permits required under applicable Law to conduct the Business at such facilities, actions the employment of individuals holding United States government security clearances as high as the level of "Top Secret." Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide access to such facilities or proceedings naming it as a defendant that would cause any such related documents, records or information to any representative or employee of Buyer unless such individual presents evidence reasonably satisfactory to Seller of such individual's security clearance meeting the condition set forth in Section 6.1(d) not to be satisfied and (B) assisting and cooperating fully with the other party in defending any lawsuits, actions or proceedings of the nature described in clause (A) abovesecurity clearance level prescribed for such access.

Governmental Approvals, etc. (a) Each of Purchaser and Seller WEC shall as promptly as practicable, practicable (i) but in no event later than six ten (610) Business Days days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice, the notification and report form under the HSR Act required for the transactions contemplated hereby and and, thereafter, any supplemental information requested in connection therewith pursuant to the HSR ActAct and (ii) but in no event later than thirty (30) days following the execution and delivery of this Agreement, file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon- Flor▇▇ ▇▇▇ndment for the transactions contemplated hereby. Each of Purchaser and Seller WEC shall as promptly as practicable comply with any other Laws of any country and the European Union which are applicable to any of the transactions contemplated hereby and pursuant to which any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Each of Purchaser and Seller WEC shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, registration or declaration which is necessary under the HSR Act Act, the Exon-Flor▇▇ ▇▇▇ndment or any other such Laws. Purchaser and Seller WEC shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. (b) Subject to the terms and conditions of this Agreement, each party . Purchaser shall use its best efforts and take all necessary action to cause obtain any clearance under the Closing to occur as promptly as practicableHSR Act or any other consent, including without limitationapproval, (i) order or authorization of any Governmental Authority under United States or foreign antitrust or competition laws, necessary in the case of Purchaser, vigorously defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of connection with the transactions contemplated hereby on antitrust grounds, including seeking or to have vacated or reversed resolve any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed objections 50 59 which may be asserted by any court or other Governmental Authority that is not yet final and nonappealable, (ii) in with respect to the case of Seller, assisting Purchaser and cooperating fully with Purchaser in defending any lawsuits, actions or proceedings of the nature described in clause (i) above, including, but not limited to, providing information within Seller's possession and making Seller's personnel available to Purchaser's counsel in a timely manner as necessary, instructing Seller's counsel to vigorously defend depositions of Seller's personnel and to work closely with Purchaser's counsel to develop common litigation strategies and (iii) in the case of each party, (A) vigorously defending against any other lawsuits, actions or proceedings naming it as a defendant that would cause the condition set forth in Section 6.1(d) not to be satisfied and (B) assisting and cooperating fully with the other party in defending any lawsuits, actions or proceedings of the nature described in clause (A) abovetransactions contemplated hereby.