Common use of Initial Submissions Clause in Contracts

Initial Submissions. Seller and Buyer shall prepare and file as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the Transaction. Without limiting the foregoing sentence, each of Seller and Buyer shall make its respective merger control filing with respect to the Transaction (A) pursuant to the HSR Act as promptly as reasonably practicable after the Execution Date and no later than ten Business Days after the Execution Date; provided, that if there are any changes in the applicable regulations under the HSR Act between the Execution Date and the last date the notification and report forms under the HSR Act are required to be submitted pursuant to this Agreement, Seller and Buyer shall use reasonable best efforts to file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as commercially practicable thereafter, and (B) in the jurisdictions set forth on Section 6.1(a)(i) and Section 6.1(a)(ii) of the Seller Disclosure Letter as promptly as reasonably practicable after the Execution Date. Seller and Buyer shall use their respective reasonable best efforts to obtain early termination of any applicable waiting period, to the extent required, from the applicable Governmental Entities. Whether or not the Transaction is consummated, Buyer shall be responsible for all fees and payments to any Governmental Entity (including filing fees) and all economist and other professional fees incurred in order to obtain any consent, clearance, registration, approval, Permit or authorization or any expiration or termination of a waiting period, it being understood that Seller shall be responsible for its own legal fees in respect of the submission of filings and notices to Governmental Entities.

Initial Submissions. Seller Sellers and Buyer Buyers shall prepare and file file, and shall cause their respective Affiliates to prepare and file, as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the TransactionTransactions. Without limiting the foregoing sentenceforegoing, each of Seller Sellers, on the one hand, and Buyer Buyers, on the other, shall make make, and cause its Affiliates to make, its respective merger control filing with respect to the Transaction (A) pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Execution Date and no later than ten 10 Business Days after the Execution Date; provided, that if there are any changes in the applicable regulations under the HSR Act between the Execution Date and the last date the notification and report forms under the HSR Act are required to be submitted pursuant to this Agreement, Seller and Buyer shall use reasonable best efforts to file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as commercially practicable thereafter, and (B) in pursuant to all applicable Antitrust Laws (other than the jurisdictions set forth on Section 6.1(a)(iHSR Act) and Section 6.1(a)(ii) of with respect to the Seller Disclosure Letter Transactions as promptly as reasonably practicable after the Execution Date. Seller , (C) pursuant to all applicable Foreign Investment Laws with respect to the Transactions as promptly as reasonably practicable after the Execution Date and Buyer shall use their respective reasonable best efforts (D) in order to obtain early termination any Permits required with respect to the Transactions in respect of any applicable waiting periodstate-level Permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions or Orders necessary to conduct the extent requiredBusiness as promptly as reasonably practicable after the Execution Date and Sellers shall, from the applicable Governmental Entitiesand shall cause each of their Subsidiaries to, reasonably cooperate in executing notices, and executing powers of attorney or management service agreements in connection therewith. Whether or not the Transaction is Transactions are consummated, Buyer Buyers shall be responsible for all fees and payments to any Governmental Entity (including filing fees) ), and all Sellers and Buyers shall each be responsible for their own legal, economist and other professional fees incurred in order to obtain any consent, clearance, registration, approval, Permit or authorization or any expiration or termination of a waiting period, it being understood that Seller shall be responsible for its own legal fees in respect of the submission of filings and notices to Governmental Entities.

Initial Submissions. Seller and Buyer shall prepare and file file, and shall cause their respective Affiliates to prepare and file, as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the TransactionTransactions. Without limiting the foregoing sentenceforegoing, each of Seller Seller, on the one hand, and Buyer Buyer, on the other hand, shall make its make, and cause their respective merger control Affiliates to make, their respective filing with respect to the Transaction (A) pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Execution Date and no later than ten fifteen (15) Business Days after the Execution Date; provided, that if there are any changes in the (B) pursuant to all applicable regulations under Antitrust Laws (other than the HSR Act between Act) with respect to the Execution Date and the last date the notification and report forms under the HSR Act are required to be submitted pursuant to this Agreement, Seller and Buyer shall use reasonable best efforts to file or cause to be filed any and all required notification and report forms under the HSR Act Transactions as promptly as commercially reasonably practicable thereafterafter the Execution Date, (C) pursuant to all applicable Foreign Investment Laws and the FSR (if applicable) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, and (BD) in order to maintain, obtain, reissue or, to the jurisdictions set forth on Section 6.1(a)(i) and Section 6.1(a)(ii) of the Seller Disclosure Letter extent permissible, transfer all Material Permits as promptly as reasonably practicable after the Execution Date. Seller and Buyer shall use their respective reasonable best efforts to obtain early termination of any applicable waiting period, to the extent required, from the applicable Governmental Entities. Whether or not the Transaction is Transactions are consummated, Buyer shall be responsible for all fees and payments to any Governmental Entity (including filing fees) ), and all Seller and Buyer shall each be responsible for their own legal, economist and other professional fees incurred in order to obtain maintain, obtain, reissue or transfer, as applicable, any consent, clearance, registration, approval, Material Permit or authorization or any expiration or termination of a waiting period, it being understood that Seller shall be responsible for its own legal fees in respect of the submission of filings and notices to Governmental Entities.