Common use of Objections or Other Challenges Clause in Contracts

Objections or Other Challenges. If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government or any Person challenging any of the transactions contemplated hereby as violative of any Antitrust Law, each Party shall use reasonable best efforts to resolve such objections or challenges as such Government or Person may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer shall promptly take and diligently pursue any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Government with jurisdiction over the enforcement of any applicable Law, including any Antitrust Law and applicable state Law, regarding the legality of Buyer’s acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities: (a) entering into negotiations, providing information requested by any Government or Person as promptly as possible by (X) if such response is acceptable to the requesting Government or Person, providing information as obtained or generated that addresses individual or specific questions and prior to obtaining or generating a complete set of information that addresses all outstanding information requests; (Y) providing a complete set of information that addresses fully the requesting Government’s or Person’s request as soon as possible after receipt of an oral or written request for such information and (Z) if appropriate, promptly and continuously providing updated information to the requesting Government or Person as such information is generated or obtained; (b) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law, including any Antitrust Law or applicable state Law, by any Government or any other Person of any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (c) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 10.3(b), any and all steps consistent with such Party’s obligations under this Article 10 necessary to vacate, modify or suspend such injunction or Order, including the appeal of such injunction or Order, so as to permit such consummation as promptly as possible and (d) diligently and promptly pursuing all other actions and doing all other things necessary and proper consistent with such Party’s obligations under this Article 10 to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Agreements, in no event shall Buyer be required to enter into or perform any agreements or submit to any Orders requiring it to sell or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any of the Acquired Assets), or operations (including, after the Closing, the Business or any portion thereof), of Buyer or any of its Affiliates.

Objections or Other Challenges. If (a) any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government Governmental or Regulatory Authority or any Person private party challenging any of the transactions contemplated hereby as violative of violating any Law, including any Antitrust Law, or (b) any filing made pursuant to Section 6.1 is reasonably likely to be rejected or conditioned by any Governmental or Regulatory Authority, each Party party hereto shall use reasonable best efforts to resolve such objections such Governmental or challenges as such Government Regulatory Authority or Person private party may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without , provided, however, that notwithstanding anything to the contrary herein, without limiting the generality of the foregoingobligations and commitments described in Section 7.11, Buyer Purchaser and its Affiliates shall promptly take and diligently pursue have no obligation to, in order to mitigate or otherwise remedy any or all of the following actions to the extent necessary to eliminate any concerns on the part requirements of, or to satisfy any conditions imposed byconcerns of, any Government with jurisdiction over the enforcement of Governmental or Regulatory Authority or to obtain any applicable required consent, clearance or approval under any Antitrust Law, including (x) proffer, negotiate, effect, agree to, or consent to a governmental order providing for, any Antitrust Law and applicable state Lawsale, regarding divestiture, license or other disposition, or the legality holding separate, of Buyer’s acquisition particular Acquired Assets, categories of Acquired Assets or lines of business, of either Acquired Assets or lines of business of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities: (a) entering into negotiations, providing information requested by any Government or Person as promptly as possible by (X) if such response is acceptable to the requesting Government or Person, providing information as obtained or generated that addresses individual or specific questions and prior to obtaining or generating a complete set of information that addresses all outstanding information requests; (Y) providing a complete set of information that addresses fully the requesting Government’s or Person’s request as soon as possible after receipt of an oral or written request for such information and (Z) if appropriate, promptly and continuously providing updated information to the requesting Government or Person as such information is generated or obtained; (b) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law, including any Antitrust Law or applicable state Law, by any Government or any other Person assets or lines of any permanent, temporary or preliminary injunction or other Order that would make consummation business of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (c) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 10.3(b), any and all steps consistent with such Party’s obligations under this Article 10 necessary to vacate, modify or suspend such injunction or Order, including the appeal of such injunction or Order, so as to permit such consummation as promptly as possible and (d) diligently and promptly pursuing all other actions and doing all other things necessary and proper consistent with such Party’s obligations under this Article 10 to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement Purchaser or any of the Ancillary Agreementsits Affiliates, in no event shall Buyer be required to enter into or perform any agreements (y) proffer, negotiate, effect, agree to, or submit and consent to any Orders requiring it to sell other behavioral remedy, restriction, prohibition or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, limitation on any of the Acquired Assets), or operations (including, after the Closing, the Business or any portion thereof)Business, of Buyer Purchaser or any of its AffiliatesPurchaser’s Affiliates ((x) and (y), individually, or in the aggregate, a “Remedy Action”). In no event shall any Sellers proffer, offer, commit to, consent to or agree to or effect any Remedy Action without the prior written consent of Purchaser. If Purchaser agrees to take any Remedy Action, then, if requested by Purchaser, Sellers shall agree to such Remedy Action; provided that any taking of such Remedy Action is conditioned on the consummation of the Closing.

Objections or Other Challenges. If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government or any Person private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law, each Party of the parties shall use reasonable best efforts to resolve such objections or challenges challenge as such Government or Person private party may have to such transactionstransactions under such Antitrust Law, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer shall promptly take and diligently pursue any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Government with jurisdiction over the enforcement of any applicable Law, including any Antitrust Law and applicable state Law, regarding the legality of Buyer’s acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities: (ai) entering into negotiations, providing information requested by information, making proposals, entering into and performing agreements or submitting to Orders, or, pursuant to any Government such agreement or Person as promptly as possible by Order or otherwise, selling or otherwise disposing of, or holding separate (X) if such response is acceptable to through the requesting Government establishment of a trust or Personotherwise), providing information as obtained particular assets or generated that addresses individual categories of assets (including, after the Closing, any of the Acquired Assets), or specific questions and prior to obtaining operations (including, after the Closing, the Business or generating a complete set any portion thereof), of information that addresses all outstanding information requestsBuyer or any of its Affiliates; (Y) providing a complete set of information that addresses fully the requesting Government’s or Person’s request as soon as possible after receipt of an oral or written request for such information and (Z) if appropriate, promptly and continuously providing updated information to the requesting Government or Person as such information is generated or obtained; (bii) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law, including any Antitrust Law or applicable state Law, by any Government or any other Person of any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (ciii) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 10.3(b10.3(ii), any and all steps, including the appeal thereof, the posting of a bond and/or the steps consistent with such Party’s obligations under this Article 10 contemplated by Section 10.3(ii), necessary to vacate, modify or suspend such injunction or Order, including the appeal of such injunction or Order, Order so as to permit such consummation as promptly as possible possible; and (div) promptly take and diligently and promptly pursuing pursue all other actions and doing do all other things necessary and proper consistent with such Party’s obligations under this Article 10 to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Agreements, in no event shall Buyer be required to enter into or perform any agreements or submit to any Orders requiring it to sell or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any of the Acquired Assets), or operations (including, after the Closing, the Business or any portion thereof), of Buyer or any of its Affiliates.

Objections or Other Challenges. If (a) any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government Governmental or Regulatory Authority or any Person private party challenging any of the transactions contemplated hereby as violative of violating any Antitrust Law, or (b) any filing made pursuant to Section 6.1 is reasonably likely to be rejected or conditioned by any Governmental or Regulatory Authority, each Party party hereto shall use reasonable best efforts Reasonable Efforts to resolve such objections or challenges as challenge such Government Governmental or Person Regulatory Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality In furtherance of the foregoing, Buyer Purchaser shall undertake promptly take any and diligently pursue any or all of actions required to complete lawfully the following actions transactions contemplated by this Agreement prior to the extent necessary Outside Closing Date, including by (i) responding to eliminate any concerns on the part ofand complying with, or to satisfy any conditions imposed byas promptly as reasonably practicable, any Government with jurisdiction over request for information or documentary material regarding the enforcement transactions from any relevant Governmental or Regulatory Authority (including responding to any “second request” for additional information or documentary material under applicable Law as promptly as reasonably practicable), (ii) causing the prompt expiration or termination (including requesting early termination and/or approvals thereof) of any applicable Lawwaiting period and clearance or approval by any relevant Governmental or Regulatory Authority, including defense against, and the resolution of, any Antitrust Law and applicable state Lawobjections or challenges, regarding the legality of Buyer’s acquisition in court or otherwise, by any relevant Governmental or Regulatory Authority preventing consummation of the Business transactions and (iii) making any necessary post-Closing filings or any portion thereofproffering and consenting to a governmental order providing for the sale or other disposition, or the holding separate, of particular Acquired Assets, categories of Acquired Assets or lines of business, of the Acquired Assets or of any other assets or lines of business of Purchaser or any of its Affiliates in order to mitigate or otherwise remedy any requirements of, or concerns of, any Governmental or Regulatory Authority, or proffering and consenting to any other restriction, prohibition or limitation on any of its assets, the Assumed Liabilities: (a) entering into negotiationsAcquired Assets, providing information requested Purchaser or any of Purchaser’s Affiliates, in order to mitigate or remedy such requirements or concerns, in each case conditioned on consummation of the transactions contemplated hereby. The entry by any Government Governmental or Person as promptly as possible by (X) if such response Regulatory Authority in any legal proceeding of a governmental order permitting the consummation of the transactions contemplated hereby but which is acceptable subject to the requesting Government certain conditions or Person, providing information as obtained requires Purchaser or generated that addresses individual or specific questions and prior any of its Affiliates to obtaining or generating a complete set of information that addresses all outstanding information requests; (Y) providing a complete set of information that addresses fully the requesting Government’s or Person’s request as soon as possible after receipt of an oral or written request for such information and (Z) if appropriate, promptly and continuously providing updated information to the requesting Government or Person as such information is generated or obtained; (b) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under take any Lawaction, including any Antitrust Law or applicable state Law, by any Government or any other Person restructuring of any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities in accordance with the terms lines of this Agreement unlawful or that would prevent or delay such consummation; (c) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 10.3(b), any and all steps consistent with such Party’s obligations under this Article 10 necessary to vacate, modify or suspend such injunction or Order, including the appeal business of such injunction or Order, so as to permit such consummation as promptly as possible and (d) diligently and promptly pursuing all other actions and doing all other things necessary and proper consistent with such Party’s obligations under this Article 10 to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement Purchaser or any of the Ancillary Agreements, in no event shall Buyer be required to enter into or perform any agreements or submit to any Orders requiring it to sell or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any of the Acquired Assets), or operations (including, after the Closing, the Business its Affiliates or any portion thereof), changes to the existing business of Buyer Purchaser or any of its Affiliates, shall not be deemed a failure to satisfy the conditions specified in Article IX. Purchaser further agrees that neither it nor any of its Affiliates shall, prior to Closing, acquire, market, operate or control, nor enter into any other Contract to acquire, market, operate or control, any business similar to any portion of the Proterra Transit Business Unit if the proposed acquisition or ability to market, operate or control such business could reasonably be expected to increase the market power attributable to Purchaser and/or its Affiliates in a manner materially adverse to approval of the transactions contemplated by this Agreement or that would reasonably be expected to prevent or otherwise materially interfere with, or materially delay the consummation of the transactions contemplated by, this Agreement.

Objections or Other Challenges. If (a) any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government Governmental or Regulatory Authority or any Person private party challenging any of the transactions contemplated hereby as violative of violating any Law, including any Antitrust Law, or (b) the filing made pursuant to Section 6.1 is reasonably likely to be rejected or conditioned by any Governmental or Regulatory Authority, each Party party hereto shall use reasonable best efforts Reasonable Efforts to resolve such objections or challenges as challenge such Government Governmental or Person Regulatory Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality In furtherance of the foregoing, Buyer Purchaser shall undertake promptly take any and diligently pursue all actions required to complete lawfully the transactions contemplated by this Agreement prior to the Outside Closing Date, including by (i) responding to and complying with, as promptly as reasonably practicable, any request for information or all documentary material regarding the transactions from any relevant Governmental or Regulatory Authority (including responding to any “second request” for additional information or documentary material under the HSR Act as promptly as reasonably practicable), (ii) causing the prompt expiration or termination (including requesting early termination and/or approvals thereof) of any applicable waiting period and clearance or approval by any relevant Governmental or Regulatory Authority, including defense against, and the resolution of, any objections or challenges, in court or otherwise, by any relevant Governmental or Regulatory Authority preventing consummation of the following actions transactions and (iii) making any necessary post-Closing filings or proffering and consenting to a governmental order providing for the extent necessary sale or other disposition, or the holding separate, of particular Acquired Assets, categories of Acquired Assets or lines of business, of either Acquired Assets or lines of business of the Acquired Business or of any other assets or lines of business of Purchaser or any of its Affiliates in order to eliminate mitigate or otherwise remedy any concerns on the part requirements of, or to satisfy any conditions imposed byconcerns of, any Government with jurisdiction over the enforcement Governmental or Regulatory Authority, or proffering and consenting to any other restriction, prohibition or limitation on any of any applicable Law, including any Antitrust Law and applicable state Law, regarding the legality of Buyer’s acquisition of the Business or any portion thereofits assets, the Acquired Assets or the Assumed Liabilities: (a) entering into negotiationsBusiness, providing information requested by any Government or Person as promptly as possible by (X) if such response is acceptable to the requesting Government or Person, providing information as obtained or generated that addresses individual or specific questions and prior to obtaining or generating a complete set of information that addresses all outstanding information requests; (Y) providing a complete set of information that addresses fully the requesting Government’s or Person’s request as soon as possible after receipt of an oral or written request for such information and (Z) if appropriate, promptly and continuously providing updated information to the requesting Government or Person as such information is generated or obtained; (b) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law, including any Antitrust Law or applicable state Law, by any Government Purchaser or any other Person of any permanentPurchaser’s Affiliates, temporary in order to mitigate or preliminary injunction remedy such requirements or other Order that would make concerns, in each case conditioned on consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (c) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 10.3(b), any and all steps consistent with such Party’s obligations under this Article 10 necessary to vacate, modify or suspend such injunction or Order, including the appeal of such injunction or Order, so as to permit such consummation as promptly as possible and (d) diligently and promptly pursuing all other actions and doing all other things necessary and proper consistent with such Party’s obligations under this Article 10 to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted transactions contemplated hereby. The entry by any Government Governmental or Regulatory Authority in any other Person to legal proceeding of a governmental order permitting the consummation of the acquisition of the Business transactions contemplated hereby but which is subject to certain conditions or any portion thereof, the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement requires Purchaser or any of the Ancillary Agreementsits Affiliates to take any action, in no event shall Buyer be required to enter into or perform including any agreements or submit to any Orders requiring it to sell or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any restructuring of the Acquired Assets), or operations (including, after the Closing, the Acquired Business or lines of business of Purchaser or any portion thereof), of Buyer its Affiliates or any changes to the existing business of Purchaser or any of its Affiliates, shall not be deemed a failure to satisfy the conditions specified in Article IX. Purchaser further agrees that neither it nor any of its Affiliates shall, prior to Closing, acquire, market, operate or control, nor enter into any other Contract to acquire, market, operate or control, any business similar to any portion of the Acquired Business if the proposed acquisition or ability to market, operate or control such business could reasonably be expected to increase the market power attributable to Purchaser and/or its Affiliates in a manner materially adverse to approval of the transactions contemplated by this Agreement or that would reasonably be expected to prevent or otherwise materially interfere with, or materially delay the consummation of the transactions contemplated by, this Agreement.

Objections or Other Challenges. If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government or any Person private party challenging any of the transactions contemplated hereby as violative of any Antitrust LawLaw or if the filing pursuant to Section 9.1 is reasonably likely to be rejected or conditioned by federal or a state Government, each Party of the parties shall use reasonable best efforts to resolve such objections or challenges challenge as such Government or Person private party may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer shall promptly take and diligently pursue any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Government with jurisdiction over the enforcement of any applicable Law, including any Antitrust Law and applicable state Law, regarding the legality of Buyer’s acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities: (a) entering into negotiations, providing information requested by information, making proposals, entering into and performing agreements or submitting to Orders, or, pursuant to any Government such agreement or Person as promptly as possible by Order or otherwise, selling or otherwise disposing of, or holding separate (X) if such response is acceptable to through the requesting Government establishment of a trust or Personotherwise), providing information as obtained particular assets or generated that addresses individual categories of assets (including, after the Closing, any of the Acquired Assets), or specific questions and prior to obtaining operations (including, after the Closing, the Acquired Assets or generating a complete set any portion thereof), of information that addresses all outstanding information requests; (Y) providing a complete set Buyer or any of information that addresses fully the requesting Government’s or Person’s request as soon as possible after receipt of an oral or written request for such information and (Z) if appropriate, promptly and continuously providing updated information to the requesting Government or Person as such information is generated or obtainedits Affiliates; (b) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law, including any Antitrust Law Law, applicable federal or applicable state Law, by any Government or any other Person of any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of the Business all or any a portion thereof, of the Acquired Assets or the Assumed Liabilities in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (c) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 10.3(b9.3(b), any and all steps, including the appeal thereof, the posting of a bond and/or the steps consistent with such Party’s obligations under this Article 10 contemplated by Section 9.3(b), necessary to vacate, modify or suspend such injunction or Order, including the appeal of such injunction or Order, Order so as to permit such consummation as promptly as possible and (d) promptly take and diligently and promptly pursuing pursue all other actions and doing do all other things necessary and proper consistent with such Party’s obligations under this Article 10 to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Agreements, in no event shall Buyer be required to enter into or perform any agreements or submit to any Orders requiring it to sell or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any of the Acquired Assets), or operations (including, after the Closing, the Business or any portion thereof), of Buyer or any of its Affiliates.

Objections or Other Challenges. If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted by any Government or any Person private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law, each Party of the parties shall use reasonable best efforts to resolve such objections or challenges challenge as such Government or Person private party may have to such transactionstransactions under such Antitrust Law, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Buyer shall promptly take and diligently pursue any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Government with jurisdiction over the enforcement of any applicable Law, including any Antitrust Law and applicable state Law, regarding the legality of Buyer’s acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities: (ai) entering into negotiations, providing information requested by information, making proposals, entering into and performing agreements or submitting to Orders, or, pursuant to any Government such agreement or Person as promptly as possible by Order or otherwise, selling or otherwise disposing of, or holding separate (X) if such response is acceptable to through the requesting Government establishment of a trust or Personotherwise), providing information as obtained particular assets or generated that addresses individual categories of assets (including, after the Closing, any of the Acquired Assets), or specific questions and prior to obtaining operations (including, after the Closing, the Business or generating a complete set any portion thereof), of information that addresses all outstanding information requestsBuyer or any of its Affiliates; (Y) providing a complete set of information that addresses fully the requesting Government’s or Person’s request as soon as possible after receipt of an oral or written request for such information and (Z) if appropriate, promptly and continuously providing updated information to the requesting Government or Person as such information is generated or obtained; (bii) using its reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law, including any Antitrust Law or applicable state Law, by any Government or any other Person of any permanent, temporary or preliminary injunction or other Order that would make consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation; (ciii) taking promptly and diligently pursuing, in the event that an injunction or Order has been issued as referred to in Section 10.3(b10.3(ii), any and all steps, including the appeal thereof, the posting of a bond and/or the steps consistent with such Party’s obligations under this Article 10 contemplated by Back to Contents Section 10.3(ii), necessary to vacate, modify or suspend such injunction or Order, including the appeal of such injunction or Order, Order so as to permit such consummation as promptly as possible possible; and (div) promptly take and diligently and promptly pursuing pursue all other actions and doing do all other things necessary and proper consistent with such Party’s obligations under this Article 10 to avoid or eliminate each and every impediment under any Law, including any Antitrust Law, that may be asserted by any Government or any other Person to the consummation of the acquisition of the Business or any portion thereof, the Acquired Assets or the Assumed Liabilities by Buyer in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Agreements, in no event shall Buyer be required to enter into or perform any agreements or submit to any Orders requiring it to sell or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise), particular assets or categories of assets (including, after the Closing, any of the Acquired Assets), or operations (including, after the Closing, the Business or any portion thereof), of Buyer or any of its Affiliates.