Common use of HSR Act Filing Clause in Contracts

HSR Act Filing. Buyer and Seller shall use their respective reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby no later than thirty (30) days following the date of this Agreement. Buyer and Seller shall supply as promptly as practicable any additional information or documentary material that may be requested pursuant to the HSR Act and shall take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (such expiration or termination is hereinafter referred to as “Clearance”). Subject to the last sentence of this Section 6.3(b), Buyer and Seller shall use their reasonable best efforts to keep the other party informed with respect to the status of submissions under the HSR Act, including with respect to: (i) the receipt of any non-action, action, clearance, consent, approval or waiver, (ii) the expiration of any waiting period, (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding and (iv) the nature and status of any objections raised or proposed or threatened to be raised with respect to this Agreement or the transactions contemplated hereby. Buyer and Seller shall comply substantially with any lawful additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, made by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission (the “Antitrust Authorities”) and use their respective reasonable best efforts to take all other actions to obtain Clearance from the Antitrust Authorities, including, without limitation, agreeing to divest, hold separate or otherwise restrict the use or operation of any business or assets of Buyer or Seller or any of their respective subsidiaries and agreeing to any conduct or other remedy in order to secure Clearance from Antitrust Authorities (each, a “Divestiture Action”). Buyer and its Affiliates shall use their respective reasonable best efforts to take promptly any steps necessary to obtain Clearance from the Antitrust Authorities as promptly as practicable in order to allow the consummation of the transactions contemplated by this Agreement and the Related Documents no later than the End Date, provided, that, for the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, neither party shall be required or obligated (and shall not be obligated to cause any of its subsidiaries) to take any Divestiture Action if doing so would, individually or in the aggregate, have a Material Adverse Effect.

HSR Act Filing. Buyer and Seller shall use their respective reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby no later than thirty (30) days following the date of this Agreement. Buyer and Seller shall supply as promptly as practicable any additional information or documentary material that may be requested pursuant to the HSR Act and shall take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (such expiration or termination is hereinafter referred to as “Clearance”). Subject to the last sentence of this Section 6.3(b), Buyer and Seller shall use their reasonable best efforts to keep the other party informed with respect to the status of submissions under the HSR Act, including with respect to: (i) the receipt of any non-action, action, clearance, consent, approval or waiver, (ii) the expiration of any waiting period, (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding and (iv) the nature and status of any objections raised or proposed or threatened to be raised with respect to this Agreement or the transactions contemplated hereby. Buyer and Seller shall comply substantially with any lawful additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, made by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission (the “Antitrust Authorities”) and use their respective reasonable best efforts to take all other actions to obtain Clearance from the Antitrust Authorities, including, without limitation, agreeing to divest, hold separate or otherwise restrict the use or operation of any business or assets of Buyer or Seller or any of their respective subsidiaries and agreeing to any conduct or other remedy in order to secure Clearance from Antitrust Authorities (each, a “Divestiture Action”). Buyer and its Affiliates shall use their respective reasonable best efforts to take promptly any steps necessary to obtain Clearance from the Antitrust Authorities as promptly as practicable in order to allow the consummation of the transactions contemplated by this Agreement and the Related Documents no later than the End Date, provided, that, for the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, neither party shall be required or obligated (and shall not be obligated to cause any of its subsidiaries) to take any Divestiture Action if doing so would, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Business.

HSR Act Filing. Buyer and Seller shall use their respective reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby no later than thirty (30) days within ten Business Days following the date execution of this Agreement. Buyer and Seller shall supply as promptly as practicable any additional information or documentary material that may be requested pursuant to the HSR Act and shall take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (such expiration or termination is hereinafter referred to as “Clearance”). Subject to the last sentence of this Section 6.3(b), Buyer and Seller shall use their reasonable best efforts to keep the other party informed with respect to the status of submissions under the HSR Act, including with respect to: (i) the receipt of any non-action, action, clearance, consent, approval or waiver, (ii) the expiration of any waiting period, (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding and (iv) the nature and status of any objections raised or proposed or threatened to be raised with respect to this Agreement or the transactions contemplated herebypracticable. Buyer and Seller shall comply substantially with any lawful additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, made by the Antitrust Division of the United States Department of Justice or Justice, the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (the “Antitrust Authorities”) and use their respective reasonable best efforts to take all other reasonable actions to obtain Clearance clearance from the Antitrust Authorities, includingor if such clearance cannot be obtained, without limitationto reach an agreement, agreeing to divestsettlement, consent providing for divestiture, a “hold separate or otherwise restrict the use or operation of any business or assets of Buyer or Seller separate” agreement, contractual undertakings with third parties or any of their respective subsidiaries and agreeing to any conduct or other remedy relief with the concerned Antitrust Authority in order to secure Clearance from Antitrust Authorities (each, a “Divestiture Action”). Buyer and its Affiliates shall use their respective reasonable best efforts to take promptly any steps necessary to obtain Clearance from the Antitrust Authorities as promptly as practicable in order to allow permit the consummation of the transactions contemplated by this Agreement Agreement. Buyer shall exercise its commercially reasonable efforts, and Seller shall cooperate fully with Buyer, to prevent the entry in any Proceeding brought by an Antitrust Authority or any Governmental Body of an Order that would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. Seller shall not oppose any efforts of Buyer, including Buyer’s proffer of consent to any Order, to complete lawfully the transactions contemplated by this Agreement, and shall cooperate in good faith with Buyer and the Related Documents no later than the End Date, provided, that, for the avoidance of doubt and notwithstanding anything Antitrust Authorities to the contrary contained in this Agreementsame effect. Notwithstanding the foregoing, neither party shall be required to agree to any divestiture of or obligated (and shall not be obligated to cause material restriction on, a material business, a material asset or a material group of related assets that, in any such case, is owned or operated by it or any of its subsidiaries) to take any Divestiture Action if doing so would, individually or in the aggregate, have a Material Adverse EffectAffiliates.

HSR Act Filing. Buyer (a) Purchaser and Seller shall use Sellers agree to take or cause to be taken all actions necessary to (i) make the filings required of Purchaser and Sellers, or any of their respective reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to Affiliates, under the HSR Act with respect to the transactions contemplated hereby promptly, but in no event later than thirty ten (3010) business days following of the date of this Agreement. Buyer and Seller shall supply as promptly as hereof; (ii) comply at the earliest practicable date with any request for additional information or documentary material that may be requested pursuant to the HSR Act and shall take all other actions necessary to cause the expiration (or termination any similar request for information and/or documents) received by Purchaser, Sellers, or any of the applicable waiting periods under the HSR Act as soon as practicable (such expiration or termination is hereinafter referred to as “Clearance”). Subject to the last sentence of this Section 6.3(b), Buyer and Seller shall use their reasonable best efforts to keep the other party informed with respect to the status of submissions under the HSR Act, including with respect to: (i) the receipt of any non-action, action, clearance, consent, approval or waiver, (ii) the expiration of any waiting period, (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding and (iv) the nature and status of any objections raised or proposed or threatened to be raised with respect to this Agreement or the transactions contemplated hereby. Buyer and Seller shall comply substantially with any lawful additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, made by respective Affiliates from the Antitrust Division of the United States Department of Justice or Justice, the United States Federal Trade Commission Commission, or the antitrust or competition law authorities of any State of the United States (the “"Antitrust Authorities”Authority") pursuant to any applicable antitrust law; and use their respective reasonable best efforts (iii) cooperate in connection with any filing under applicable antitrust laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby commenced by any Antitrust Authority pursuant to take all other actions to obtain Clearance from the Antitrust Authoritiesany applicable antitrust law. Purchaser shall promptly inform Sellers, including, without limitation, agreeing to divest, hold separate or otherwise restrict the use or operation and Sellers shall promptly inform Purchaser of any business material communication made to, or assets received by such party from any Antitrust Authority regarding any of Buyer or Seller the transactions contemplated hereby. Sellers and Purchaser agree that the other Party will have the right and be given the opportunity to have representatives attend all meetings with any Antitrust Authority regarding the transactions contemplated hereby or any of the matters described in this Section 6.18. (b) Without limiting the generality of subsection 6.18(a), Sellers, Purchaser and their respective subsidiaries and agreeing to any conduct or other remedy in order to secure Clearance from Antitrust Authorities (each, a “Divestiture Action”). Buyer and its Affiliates shall use their respective take all actions (using commercially reasonable best efforts efforts) that are necessary or reasonably advisable to take promptly (A) obtain approval of any steps necessary to obtain Clearance from Antitrust Authority of the Antitrust Authorities as promptly as practicable transactions contemplated hereby or (B) avoid delay in order to allow the consummation of the transactions contemplated hereby caused or likely to be caused by this Agreement and the Related Documents no later than the End Date, an investigation by any Antitrust Authority; provided, thathowever, for each Party's obligations in connection with the avoidance of doubt and notwithstanding anything foregoing shall be limited to the contrary contained extent that any such actions to be taken by a Party are likely to result in this Agreement, neither party shall be required or obligated (and shall not be obligated to cause any of its subsidiaries) to take any Divestiture Action if doing so would, individually or in the aggregate, have a Material Adverse EffectEffect with respect to such Party.

HSR Act Filing. Buyer Each of AQN and Seller LG, as applicable, shall use their respective reasonable best efforts to make an appropriate any required filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby no later than thirty fifteen (3015) days following the date of this Agreement. Buyer AQN and Seller LG shall supply as promptly as practicable any additional information or documentary material that may be requested pursuant to the HSR Act and shall take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (such expiration or termination is hereinafter referred to as “Clearance”). Subject to the last sentence of this Section 6.3(b)4.2, Buyer AQN and Seller LG shall use their reasonable best efforts to keep the other party informed with respect to the status of submissions under the HSR Act, including with respect to: (i) the receipt of any non-action, action, clearance, consent, approval or waiver, (ii) the expiration of any waiting period, (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding and (iv) the nature and status of any objections raised or proposed or threatened to be raised with respect to this Agreement or the transactions contemplated hereby. Buyer AQN and Seller LG shall comply substantially with any lawful additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, made by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission (the “Antitrust Authorities”) and use their respective reasonable best efforts to take all other actions to obtain Clearance from the Antitrust Authorities, including, without limitation, agreeing to divest, hold separate or otherwise restrict the use or operation of any business or assets of Buyer AQN or Seller LG or any of their respective subsidiaries and agreeing to any conduct or other remedy in order to secure Clearance from Antitrust Authorities (each, a “Divestiture Action”). Buyer AQN and its Affiliates shall use their respective reasonable best efforts to take promptly any steps necessary to obtain Clearance from the Antitrust Authorities as promptly as practicable in order to allow the consummation of the transactions contemplated by this Agreement and the Consent Agreement and, following AQN’s acquisition of Plaza, the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents no later than the End Date, provided, that, for the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, neither party shall be required or obligated (and shall not be obligated to cause any of its subsidiaries) to take any Divestiture Action if doing so would, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Business or such party.

HSR Act Filing. Buyer (i) Each of the Parties will give any notices to, make any filings with, and Seller shall use their respective its reasonable best efforts to make an appropriate filing obtain any authorizations, consents, and approvals of a Notification governments and Report Form pursuant to governmental agencies required under the HSR Act or similar state Law. Sellers and Stockholder shall coordinate and cooperate with respect Buyer in exchanging such information and assistance as Buyer may reasonably request in connection with all of the foregoing. At the time of the HSR filing, Buyer shall deposit $1,000,000 in the Escrow Account, which, together with any interest accrued thereon, will be applied to the transactions Purchase Price upon Closing or paid to Buyer or Sellers in accordance with Section 10 if the transaction contemplated hereby no later than thirty (30by this Agreement does not close. In furtherance and not in limitation of the foregoing, and subject to Buyer’s right as provided in Section 6(c)(ii) days following the date of this Agreement. Buyer and Seller shall to make a good faith determination whether to respond to any second request, each party hereto agrees to supply as promptly as practicable any additional information or and documentary material that may be requested by applicable Governmental Authority pursuant to the HSR Act and shall take all other actions necessary to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act in order to effect a Closing as soon as practicable (such expiration or termination is hereinafter referred to as “Clearance”)practicable. Subject Buyer shall be responsible for payment of the filing fee with regard to the last sentence initial filing and any re-submission filing required under the HSR Act. Seller shall be responsible for Seller’s legal costs should Seller engage specialist HSR counsel to advise Seller through the HSR process. (ii) If a second request is issued under the HSR Act or similar state Law, Buyer shall within 15 days of the issuance of the second request make a good faith determination, after consulting with Sellers, (i) to continue to seek HSR approval by responding to the second request, in which event Buyer shall deposit an additional $2,300,000 in the Escrow Account, which, together with any interest accrued thereon, will be applied to the Purchase Price upon Closing or paid to Buyer or Sellers in accordance with Section 10 if the transaction contemplated by this Agreement does not close, or (ii) that the transaction contemplated by this Agreement is unlikely to be consummated within a reasonable period of time, at a reasonable cost, or on commercially reasonable terms, in which event Buyer shall terminate the Agreement in accordance with §10. (iii) Notwithstanding the foregoing or any other provision in this Agreement to the contrary, nothing in this Section 6.3(b6(c) shall require, or be deemed to require, (i) Buyer (or any of its Affiliates or Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Affiliates’ or Subsidiaries’) business in any specified manner) in order to obtain clearance of the transaction contemplated by this Agreement from the United States Department of Justice, the Federal Trade Commission or any state Governmental Authority under the HSR Act or any state Law, or (ii) Buyer to waive any of the conditions to closing set forth in this Agreement. (iv) Each of Buyer and Sellers shall, in connection with the efforts referenced in Section 6(c) (including the original filing and any second request), Buyer and Seller shall use their its reasonable best efforts to keep the other party informed with respect to the status of submissions under the HSR Act, including with respect to: (i) the receipt of cooperate in all respects with each other in connection with any non-actionfiling or submission and in connection with any investigation or other inquiry, action, clearance, consent, approval or waiverincluding any proceeding initiated by a private party, (ii) promptly inform the expiration other party of any waiting period, (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding and (iv) the nature and status of any objections raised or proposed or threatened to be raised with respect to this Agreement or of the transactions matters contemplated hereby. Buyer and Seller shall comply substantially with any lawful additional requests for information, including requests for production providing the other party with a copy of documents and production any written communication (or summary of witnesses for interviews oral communications) received by such party from, or depositionsgiven by such party to, made by the Antitrust Division of the United States Department of Justice or Justice, the United States Bureau of Competition of the Federal Trade Commission or any other Governmental Authority and of any written communication (or summary of oral communications) received or given in connection with any proceeding by a private party, in each case regarding any of the “Antitrust Authorities”transactions contemplated hereby, and (iii) to the extent practicable, consult with each other in advance of any meeting or conference with any such Governmental Authority or, in connection with any proceeding by a private party, with any such other Person, and to the extent permitted by any such Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (v) In furtherance and not in limitation of the covenants of the parties contained in this Section 6(c), if any objections are asserted by any Governmental Authority or any third party with respect to the transactions contemplated hereby under any Law, then each of Buyer and Sellers shall use their respective its reasonable best efforts to take all other actions resolve any such objections so as to obtain Clearance from the Antitrust Authorities, including, without limitation, agreeing to divest, hold separate or otherwise restrict the use or operation of any business or assets of Buyer or Seller or any of their respective subsidiaries and agreeing to any conduct or other remedy in order to secure Clearance from Antitrust Authorities (each, a “Divestiture Action”). Buyer and its Affiliates shall use their respective reasonable best efforts to take promptly any steps necessary to obtain Clearance from the Antitrust Authorities as promptly as practicable in order to allow permit the consummation of the transactions contemplated by this Agreement and Agreement. (vi) Notwithstanding the Related Documents no later than the End Date, provided, that, for the avoidance foregoing or any other provision of doubt and notwithstanding anything to the contrary contained in this Agreement, neither no party shall be required have any obligation to use its reasonable best efforts to oppose any proceedings threatened by a senior official of any Governmental Authority or obligated instituted by any Governmental Authority or private party seeking to enjoin or challenging the transactions contemplated hereby as violative of any Law or which would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the transactions contemplated hereby, and in lieu thereof (a) the parties shall consult and shall not be obligated negotiate with each other regarding appropriate alternatives, and (b) either Buyer or any Seller may terminate this Agreement pursuant to cause any of its subsidiariesSection 10(a)(v) to take any Divestiture Action if doing so would, individually or in the aggregate, have a Material Adverse Effectbelow.

HSR Act Filing. Buyer (a) As soon as practicable but in any event within ten (10) Business Days after the execution of this Agreement, Seller and Seller Purchaser shall use their respective reasonable best efforts to make an appropriate filing of a Notification each file with the DOJ and Report Form the FTC the pre-merger notification form required pursuant to the HSR Act with respect to the transactions contemplated hereby no later than thirty (30) days following hereby, together with a request for early termination of the date waiting period under the HSR Act. Each of this Agreement. Buyer Purchaser and Seller shall supply as promptly as practicable any additional information or documentary material that may be requested pay 50% of all filing fees required pursuant to the HSR Act or Foreign Merger Control Laws in connection with the filing of any pre-merger notification forms. In addition, each of the parties will use its commercially reasonable efforts to make, as promptly as practicable after the execution of this Agreement, if required, appropriate filings under any other applicable competition or merger control Laws of any jurisdiction (“Foreign Merger Control Laws”). (b) The parties agree as follows: (i) each party shall use its commercially reasonable efforts to promptly respond to any requests to supply any additional information and documentary material by the DOJ, FTC or other Governmental Authority with respect to the HSR Act or a Foreign Merger Control Law (collectively, “Governmental Antitrust Authorities”); (ii) each party shall promptly furnish each other with any filing, form, declaration or notice (excluding competitively sensitive business information) from or to, and notify each other of any other communications with, a Governmental Antitrust Authority, which relates to the transactions contemplated hereunder; (iii) neither party shall take all other actions necessary to cause any action with the intended effect of delaying, impairing or impeding the expiration or termination of the applicable a waiting periods period under the HSR Act or any Foreign Merger Control Law; (iv) if a Governmental Antitrust Authority seeks to extend the waiting period under the HSR Act or any Foreign Merger Control Law, or has requested additional documents (including with respect to a request for additional information under the HSR Act and implementing regulations), then each party shall furnish the requested additional documents to the Governmental Antitrust Authority as soon as practicable reasonably practicable; (such expiration v) each party promptly shall take any or termination is hereinafter referred to as “Clearance”). Subject all of the following actions to the last sentence of this Section 6.3(b), Buyer and Seller shall use their reasonable best efforts extent necessary to keep eliminate any concerns on the other party informed with respect to the status of submissions under the HSR Act, including with respect to: (i) the receipt part of any non-action, action, clearance, consent, approval or waiver, (ii) Governmental Antitrust Authority regarding the expiration legality under any antitrust Law of any waiting period, (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding and (iv) the nature and status of any objections raised or proposed or threatened to be raised with respect to this Agreement or the transactions contemplated hereby. Buyer and Seller shall comply substantially with any lawful additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, made by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission (the “Antitrust Authorities”) and use their respective reasonable best efforts to take all other actions to obtain Clearance from the Antitrust Authorities, including, without limitation, agreeing to divest, hold separate or otherwise restrict the use or operation of any business or assets of Buyer or Seller or any of their respective subsidiaries and agreeing to any conduct or other remedy in order to secure Clearance from Antitrust Authorities (each, a “Divestiture Action”). Buyer and its Affiliates shall use their respective reasonable best efforts to take promptly any steps necessary to obtain Clearance from the Antitrust Authorities as promptly as practicable in order to allow the consummation of the transactions contemplated by this Agreement hereunder: (A) providing information; (B) making reasonable proposals; or (C) entering into and the Related Documents no later than the End Date, performing agreements or submitting to judicial or administrative orders; provided, thathowever, for that none of the avoidance parties nor any of doubt and notwithstanding anything to the contrary contained in this Agreement, neither party their respective Affiliates shall be required or obligated to make any material monetary expenditure (and it being understood that the costs of compliance with requests for additional documents from a Governmental Antitrust Authority shall not be obligated to cause considered a material monetary expenditure), commence or be a plaintiff in any of its subsidiarieslitigation or offer or grant any accommodation (financial or otherwise) to take the Governmental Antitrust Authority or any Divestiture Action if doing so wouldThird Person, individually including the offer for sale of any part of the Purchased Assets or other business or assets to any Person; (vi) each party shall use its commercially reasonable efforts, including taking any action contemplated by Section 4.01(b)(v), to prevent the entry in a judicial or administrative proceeding brought under any antitrust Law by any Governmental Antitrust Authority of any injunction or other order that would (A) make the consummation of the transactions contemplated hereunder in accordance with the terms of this Agreement unlawful or (B) materially prevent or delay such consummation; provided, however, such actions are subject to the limitations set out in Section 4.01(b)(v); (vii) each party shall promptly, in the aggregateevent that such an injunction or order has been issued in such proceeding, use its commercially reasonable efforts, including the appeal thereof, or taking any action contemplated by Section 4.01(b)(v), to vacate, modify or suspend such injunction or order so as to permit the Closing to occur; provided, however, such actions are subject to the limitations set out in Section 4.01(b)(v); and (viii) each party will permit authorized representatives of the other party to be present at each meeting or conference relating to any such proceeding, unless the Governmental Antitrust Authority requests a private meeting with a party, and to have a Material Adverse Effectaccess to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Antitrust Authority in connection with any such proceeding.

HSR Act Filing. Buyer and Seller shall use their respective reasonable best efforts to make an appropriate filing (a) As soon as practicable after the execution of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby this Agreement, but in any event no later than thirty (30) forty-five days following after such execution, FVP, as the date of this Agreement. Buyer "acquired person," and Seller shall supply Buyer, as promptly as practicable any additional information the "acquiring person," will each complete and file, or documentary material that may cause to be requested pursuant to the HSR Act completed and shall take all other actions necessary to cause the expiration or termination of the applicable waiting periods filed, a premerger notification and report under the HSR Act as soon as practicable that is consistent with the rules and regulations of the Federal Trade Commission (such expiration or the "FTC") and that requests early termination is hereinafter referred to as “Clearance”). Subject to of the last sentence of this Section 6.3(b), Buyer and Seller shall use their reasonable best efforts to keep the other party informed with respect to the status of submissions under waiting period imposed by the HSR Act, including with respect to: (i) . FVP and Buyer shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any inquiries received from the receipt of any non-action, action, clearance, consent, approval or waiver, (ii) the expiration of any waiting period, (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding FTC and (iv) the nature and status of any objections raised or proposed or threatened to be raised with respect to this Agreement or the transactions contemplated hereby. Buyer and Seller shall comply substantially with any lawful additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, made by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission (the “"Antitrust Authorities”Division") for additional information or documentation and use their respective reasonable best efforts to take all other actions to obtain Clearance from the Antitrust Authorities, including, without limitation, agreeing to divest, hold separate or otherwise restrict the use or operation of any business or assets of Buyer or Seller or any of their respective subsidiaries and agreeing to any conduct or other remedy in order to secure Clearance from Antitrust Authorities (each, a “Divestiture Action”). Buyer and its Affiliates shall use their respective reasonable best efforts to take promptly any steps necessary to obtain Clearance from the Antitrust Authorities respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in order connection with antitrust matters. FVP and Buyer shall use commercially reasonable efforts to allow overcome any objections which may be raised by the FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. The fees relating to the filings required by the HSR Act shall be shared equally by Buyer, on the one hand, and Sellers, on the other hand. (b) Each of the other parties to this Agreement and their Affiliates will cooperate with FVP and Buyer in causing such filings to be made as expeditiously as practicable, will promptly file, after any request by the FTC or Antitrust Division and after appropriate negotiation with the FTC or the Antitrust Division of the scope of such request, any information or documents so requested, and will furnish FVP and Buyer with copies of any correspondence from or to, and notify FVP and Buyer of any other communications with, the FTC and Antitrust Division that relates to the transactions contemplated by this Agreement. (c) If the parties subsequently determine that any filing by any of the Sellers or their Affiliates is required in connection with the consummation of the transactions contemplated by this Agreement Agreement, including the acquisition by any of the Sellers of ACC Class A Common Stock, such Seller and, as necessary, Buyer, will each complete and file, or cause to be completed and filed, a premerger notification and report under the HSR Act that is consistent with FTC rules and regulations and that requests early termination of the waiting period imposed by the HSR Act. Each of the parties making such filings shall use commercially reasonable efforts to: (1) respond as promptly as reasonably practicable to any inquiries received from the FTC and the Related Documents no later than Antitrust Division for additional information or documentation; (2) respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters; and (3) overcome any objections which may be raised by the End DateFTC, provided, that, for the avoidance of doubt and notwithstanding anything Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. The filing fees related to the contrary contained in any filing required to be made under this Agreement, neither party subsection (c) shall be shared equally between the "acquiring person" and the "acquired person" for each such filing, except that if any filing is required or obligated solely as a result of the purchase and sale of the SPC Stock contemplated hereby (and as opposed to direct partnership interests in FVP), any filing fees related to such filings shall not be obligated to cause any of its subsidiariespaid solely by the SPC Seller(s) to take any Divestiture Action if doing so would, individually or who own(s) the SPC Stock in the aggregate, have a Material Adverse Effectquestion.

HSR Act Filing. Buyer and Seller shall use their respective reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby no later than thirty (30) days within ten Business Days following the date execution of this Agreement. Buyer and Seller shall supply as promptly as practicable any additional information or documentary material that may be requested pursuant to the HSR Act and shall take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (such expiration or termination is hereinafter referred to as “Clearance”). Subject to the last sentence of this Section 6.3(b), Buyer and Seller shall use their reasonable best efforts to keep the other party informed with respect to the status of submissions under the HSR Act, including with respect to: (i) the receipt of any non-action, action, clearance, consent, approval or waiver, (ii) the expiration of any waiting period, (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding and (iv) the nature and status of any objections raised or proposed or threatened to be raised with respect to this Agreement or the transactions contemplated herebypracticable. Buyer and Seller shall comply substantially with any lawful additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, made by the Antitrust Division of the United States Department of Justice or Justice, the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (the “Antitrust Authorities”) and use their respective reasonable best efforts to take all other reasonable actions to obtain Clearance clearance from the Antitrust Authorities, includingor if such clearance cannot be obtained, without limitationto reach an agreement, agreeing to divestsettlement, consent providing for divestiture, a “hold separate or otherwise restrict the use or operation of any business or assets of Buyer or Seller separate” agreement, contractual undertakings with third parties or any of their respective subsidiaries and agreeing to any conduct or other remedy relief with the concerned Antitrust Authority in order to secure Clearance from Antitrust Authorities (each, a “Divestiture Action”). Buyer and its Affiliates shall use their respective reasonable best efforts to take promptly any steps necessary to obtain Clearance from the Antitrust Authorities as promptly as practicable in order to allow permit the consummation of the transactions contemplated by this Agreement Agreement. Buyer shall exercise its commercially reasonable efforts, and Seller shall cooperate fully with Buyer, to prevent the entry in any Proceeding brought by an Antitrust Authority or any Governmental Body of an Order that would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. Seller shall not oppose any efforts of Buyer, including Buyer’s proffer of consent to any Order, to complete lawfully the transactions contemplated by this Agreement, and shall cooperate in good faith with Buyer and the Related Documents no later than the End Date, provided, that, for the avoidance of doubt and notwithstanding anything Antitrust Authorities to the contrary contained in this Agreementsame effect. Notwithstanding the foregoing, neither party shall be required to agree to any sale, transfer, license, separate holding, divestiture or obligated other disposition of, or to any prohibition of or any limitation on, the acquisition, ownership, operation, effective control or exercise of full rights of ownership (and shall not be obligated to cause any of its subsidiarieseach, a “Divestiture”) relating (x) to take any the Business to the extent such Divestiture Action if doing so would, individually or in the aggregate, would have a Material Adverse EffectEffect thereon, (y) to The Narragansett Electric Company to the extent that such Divestiture constitutes other than an immaterial restriction on the operations thereof, or (z) to any material business unit of such party or any subsidiary or Affiliate of such party to the extent that such Divestiture would have a material adverse effect thereon.

HSR Act Filing. Buyer and Seller shall use their respective reasonable best efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby no later than thirty (30) days as promptly as practicable following the date execution of this Agreement. Buyer and Seller , shall supply as promptly as practicable any additional information or documentary material that may be requested pursuant to the HSR Act and shall take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (such expiration or termination is hereinafter referred to as “Clearance”). Subject to the last sentence of this Section 6.3(b), Buyer and Seller shall use their reasonable best efforts to keep the other party informed with respect to the status of submissions under the HSR Act, including with respect to: (i) the receipt of any non-action, action, clearance, consent, approval or waiver, (ii) the expiration of any waiting period, (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding and (iv) the nature and status of any objections raised or proposed or threatened to be raised with respect to this Agreement or the transactions contemplated herebypracticable. Buyer and Seller shall comply substantially with any lawful additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, made by the Antitrust Division of the United States Department of Justice or Justice, the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (the “"Antitrust Authorities”") and use their respective reasonable best efforts to take all other reasonable actions to obtain Clearance clearance from the Antitrust Authorities, includingor if such clearance cannot be obtained, without limitationto reach an agreement, agreeing to divestsettlement, consent providing for divestiture, a "hold separate or otherwise restrict the use or operation of any business or assets of Buyer or Seller separate" agreement, contractual undertakings with third Persons or any of their respective subsidiaries and agreeing to any conduct or other remedy relief with the concerned Antitrust Authority in order to secure Clearance from Antitrust Authorities (each, a “Divestiture Action”). Buyer and its Affiliates shall use their respective reasonable best efforts to take promptly any steps necessary to obtain Clearance from the Antitrust Authorities as promptly as practicable in order to allow permit the consummation of the transactions contemplated by this Agreement Agreement. Buyer shall exercise its commercially reasonable efforts, and Seller shall cooperate fully with Buyer, to prevent the entry in any Proceeding brought by an Antitrust Authority or any Governmental Body of an Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement. Seller shall not oppose any efforts of Buyer, including Buyer's proffer of consent to any Order, to complete lawfully the transactions contemplated by this Agreement, and shall cooperate in good faith with Buyer and the Related Documents no later than the End Date, provided, that, for the avoidance of doubt and notwithstanding anything Antitrust Authorities to the contrary contained in this Agreementsame effect. Notwithstanding the foregoing, neither party shall be required to agree to any divestiture of or obligated (and shall not be obligated to cause material restriction on, a material business, a material asset or a material group of related assets that, in any such case, is owned or operated by it or any of its subsidiaries) to take any Divestiture Action if doing so would, individually or in the aggregate, have a Material Adverse EffectAffiliates.