Common use of Regulatory and Third Party Approvals Clause in Contracts

Regulatory and Third Party Approvals. (a) Subject to Section 7.2(c) the Purchaser and the Guarantor shall, as promptly as practicable after the date hereof (i) use their commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of and take any action in respect of, any Persons and Governmental Authorities that are required of the Purchaser and the Guarantor to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 5.3 and Section 5.4 of Schedule 5; (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (iii) provide such necessary information and reasonable cooperation to the Acquired Company, the Subsidiary and their outside counsel as reasonably requested by the Acquired Company in connection with the performance of the Acquired Company’s obligations under Section 6.3. The Purchaser and the Guarantor shall provide prompt notification to the Acquired Company and the Sellers when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Acquired Company and the Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing to the Acquired Company and the Sellers and their respective outside counsels) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Without limiting the generality of the foregoing, the Purchaser and the Guarantor shall consult and cooperate with the Acquired Company and the Sellers in connection with all notices, filings, applications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Purchaser and the Guarantor in connection with obtaining all consents and approvals from any Governmental Authorities necessary to consummate the transactions contemplated hereby or under the other Transaction Documents. Neither the Purchaser nor the Guarantor will make any notification, filing, application or other submission in relation to the transactions contemplated hereby or under the other Transaction Documents without first providing the Acquired Company and the Sellers with a copy of such notification, filing, application or other submission in draft form (subject to reasonable redactions or limiting the sharing of such draft, or parts thereof, to an outside-counsel-only basis where appropriate) and giving the Acquired Company and the Sellers a reasonable opportunity to consider its content before it is filed with the relevant Governmental Authority, and the Purchaser and the Guarantor shall consider and take account of all reasonable comments timely made in this respect. The Purchaser and the Guarantor shall promptly notify the Acquired Company and the Sellers of any substantive communications from or with any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents and will use their reasonable commercial efforts to ensure, to the extent permitted by Law, that the Acquired Company and the Sellers, or their outside counsel where appropriate, are involved in any substantive communications and invited to attend meetings with, or other appearances before, any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents. (c) Notwithstanding anything to the contrary set forth herein, the obligations of the Purchaser and the Guarantor under this Section 7.2 shall include committing to any and all undertakings, divestitures, licenses or hold separate or similar arrangements with respect to their assets or the assets of the Acquired Company or any of the Subsidiary and committing to any undertakings or other arrangements relating to conduct of its business or the business of the Acquired Company or the Subsidiary as a condition to obtaining any and all approvals or clearances from any Governmental Authority or Person necessary to consummate the transactions contemplated hereby or under the other Transaction Documents, including taking any and all actions necessary in order to ensure the receipt of the necessary consents, approvals, clearances or forbearances, or the termination, waiver or expiration of the necessary waiting periods, under, as applicable, or any other applicable antitrust, competition, foreign investment or similar Law. Neither the Purchaser nor the Guarantor shall knowingly take or cause to be taken any action which would be expected to prevent or delay the obtaining of any consent or approval required hereunder, including entering into any timing or other agreements with any Government Authority without the express written consent of the Acquired Company and the Sellers, for the consummation of the transactions contemplated hereby or under the other Transaction Documents.

Regulatory and Third Party Approvals. (a) Subject to Section 7.2(c) The Acquired Company shall, and, as applicable, shall cause the Purchaser and the Guarantor shallSubsidiary to, as promptly as practicable after the date hereof (i) use their commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of of, and take any action in respect of, any Persons and Governmental Authorities that are required of any of the Purchaser and Acquired Company or the Guarantor Subsidiary to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 5.3 3.4 and Section 5.4 3.5 of Schedule 5; the Disclosure Schedule, (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (iii) provide such necessary information and reasonable cooperation to the Acquired Company, the Subsidiary and their Purchaser or its outside counsel as reasonably requested by the Acquired Company Purchaser in connection with the performance of the Acquired CompanyPurchaser’s obligations under Section 6.37.2. The Purchaser and the Guarantor Acquired Company shall provide prompt notification to the Acquired Company and the Sellers Purchaser when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Acquired Company and the Sellers Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing to the Acquired Company and the Sellers and their respective Purchaser or its outside counselscounsel) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Without limiting the generality of Notwithstanding the foregoing, the Purchaser and the Guarantor in no event shall consult and cooperate with the Acquired Company and the Sellers in connection with all notices, filings, applications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Purchaser and the Guarantor in connection with obtaining all consents and approvals from any Governmental Authorities necessary to consummate the transactions contemplated hereby or under the other Transaction Documents. Neither the Purchaser nor the Guarantor will make any notification, filing, application or other submission in relation to the transactions contemplated hereby or under the other Transaction Documents without first providing the Acquired Company and the Sellers with a copy of such notification, filing, application or other submission in draft form (subject to reasonable redactions or limiting the sharing of such draft, or parts thereof, to an outside-counsel-only basis where appropriate) and giving the Acquired Company and the Sellers a reasonable opportunity to consider its content before it is filed with the relevant Governmental Authority, and the Purchaser and the Guarantor shall consider and take account of all reasonable comments timely made in this respect. The Purchaser and the Guarantor shall promptly notify the Acquired Company and the Sellers of any substantive communications from or with any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents and will use their reasonable commercial efforts to ensure, to the extent permitted by Law, that the Acquired Company and the Sellers, or their outside counsel where appropriate, are involved in any substantive communications and invited to attend meetings with, or other appearances before, any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents. (c) Notwithstanding anything to the contrary set forth herein, the obligations of the Purchaser and the Guarantor under this Section 7.2 shall include committing to any and all undertakings, divestitures, licenses or hold separate or similar arrangements with respect to their assets or the assets of the Acquired Company or any of the Subsidiary and committing to any undertakings or other arrangements relating to conduct of its business or the business of the Acquired Company or the Subsidiary as a condition be required to obtaining make any and all approvals payment (other than reasonable legal fees) that it is not presently contractually required to make, enter into any other agreement or clearances from arrangement with any Governmental Authority Person that it is not presently contractually required to enter into, accept any significant modification in any existing agreement or Person necessary to consummate arrangement, take any action that would alter or restrict in any way the transactions contemplated hereby or under the other Transaction Documents, including taking any and all actions necessary in order to ensure the receipt of the necessary consents, approvals, clearances or forbearances, Acquired Company’s or the termination, waiver Subsidiary’s business or expiration commercial practices (including divesting or holding separate any of the necessary waiting periods, under, as applicable, its assets or any other applicable antitrust, competition, foreign investment or similar Law. Neither the Purchaser nor the Guarantor shall knowingly take or cause to be taken any action which would be expected to prevent or delay the obtaining portion of any consent or approval required hereunder, including entering into any timing or other agreements with any Government Authority without the express written consent of the Acquired Company and the Sellers, for the consummation of the transactions contemplated hereby or under the other Transaction Documentsits business).

Regulatory and Third Party Approvals. (a) Subject to Section 7.2(c) 7.1(c), the Purchaser and the Guarantor shall, as promptly as practicable after the date hereof (i) use their its commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of and take any action in respect of, any Persons and Governmental Authorities that are required necessary or advisable of the Purchaser and the Guarantor to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 5.3 and Section 5.4 of Schedule 5; (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (iii) provide such necessary information and reasonable cooperation to the Acquired Company, the Subsidiary Company’s Subsidiaries and their outside counsel as reasonably requested by the Acquired Company in connection with the performance of the Acquired Company’s obligations under Section 6.3. The Purchaser and the Guarantor shall provide prompt notification to the Acquired Company and the Sellers when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Acquired Company and the Sellers of any substantive communications (and, unless precluded by Law, provide copies of any such substantive communications that are in writing to the Acquired Company and the Sellers and their respective outside counsels, provided, that such material may be designated as “outside counsel only” if it contains competitively sensitive information, and/or redacted as necessary to (i) comply with contractual arrangements, and (ii) to address good faith legal privilege or confidentiality concerns) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Without limiting the generality of the foregoing, the Purchaser and the Guarantor shall consult will coordinate and cooperate with in exchanging information and supplying assistance that is reasonably requested by the Acquired Company and the Sellers in connection with all noticesthis Section 7.1, filingsincluding, applicationswithout limitation, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of the Purchaser and the Guarantor in connection with obtaining all consents and approvals from any Governmental Authorities necessary to consummate the transactions contemplated hereby or under the other Transaction Documents. Neither the Purchaser nor the Guarantor will make any notification, filing, application or other submission in relation to the transactions contemplated hereby or under the other Transaction Documents without first (i) providing the Acquired Company and the Sellers with a copy of such notification, filing, application or other submission in draft form (subject to reasonable redactions or limiting the sharing of such draft, or parts thereof, to an outside-counsel-only basis where appropriate) advanced copies and giving the Acquired Company and the Sellers a reasonable opportunity to consider its content before it is comment on all notices, applications, submissions, responses, filings and information supplied to or filed with the relevant any Governmental Authority, and the Purchaser and the Guarantor shall consider and take account of all reasonable comments timely made in this respect. The Purchaser and the Guarantor shall promptly notify the Acquired Company and the Sellers of any substantive communications from or with any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents (except for information which the Purchaser, acting reasonably, considers highly confidential and will use their reasonable commercial efforts competitively sensitive, which shall only be provided to ensure, to outside counsel of the extent permitted by Law, that the Acquired Company and the SellersSellers on a confidential and privileged basis), or their outside counsel where appropriate, are involved in and (ii) keeping the Sellers apprised of communications with any substantive communications and invited to attend meetings with, or other appearances before, any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction DocumentsGovernmental Authority. (c) Notwithstanding anything to the contrary set forth herein, the obligations of in no event will the Purchaser and be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or payment, to accept any operational restriction, or take any other action that will in any way limit the Guarantor under right of Purchaser to own or operate all or any portion of its assets, properties or businesses or the assets, properties or businesses being acquired pursuant to this Section 7.2 Agreement. The Sellers shall include committing not discuss, negotiate or commit to any and all undertakingsdivestiture transaction, divestituresor discuss or commit to alter their businesses or commercial practices in any way, licenses or hold separate otherwise take or similar arrangements commit to take any action that limits Purchaser’s freedom of action with respect to their assets Purchaser’s assets, properties or businesses or the assets of the Acquired Company assets, properties or any of the Subsidiary and committing businesses being acquired pursuant to any undertakings or other arrangements relating to conduct of its business or the business of the Acquired Company or the Subsidiary as a condition to obtaining any and all approvals or clearances from any Governmental Authority or Person necessary to consummate the transactions contemplated hereby or under the other Transaction Documents, including taking any and all actions necessary in order to ensure the receipt of the necessary consents, approvals, clearances or forbearances, or the termination, waiver or expiration of the necessary waiting periods, under, as applicable, or any other applicable antitrust, competition, foreign investment or similar Law. Neither the Purchaser nor the Guarantor shall knowingly take or cause to be taken any action which would be expected to prevent or delay the obtaining of any consent or approval required hereunder, including entering into any timing or other agreements with any Government Authority without the express written consent of the Acquired Company and the Sellers, for the consummation of the transactions contemplated hereby or under the other Transaction Documentsthis Agreement.

Regulatory and Third Party Approvals. (a) Subject to Section 7.2(c) The Company shall, and, as applicable, shall cause the Purchaser and the Guarantor shallCompany’s Subsidiaries to, as promptly as practicable after the date hereof (i) use their commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of of, and take any action in respect of, any Persons and Governmental Authorities that are required necessary or advisable of the Purchaser Company and the Guarantor Company’s Subsidiaries to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 5.3 3.4 and Section 5.4 3.5 of Schedule 5; the Disclosure Schedules, (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (iii) provide such necessary information and reasonable cooperation to the Acquired Company, the Subsidiary and their Purchaser or its outside counsel as reasonably requested by the Acquired Company Purchaser in connection with the performance of the Acquired CompanyPurchaser’s obligations under Section 6.37.1. The Purchaser and the Guarantor Company shall provide prompt notification to the Acquired Company and the Sellers Purchaser when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Acquired Company and the Sellers Purchaser of any substantive communications (and, unless precluded by Law, provide copies of any such substantive communications that are in writing to the Acquired Company Purchaser or its outside counsel; provided that such material may be designated as “outside counsel only” if it contains competitively sensitive information, and/or redacted as necessary to (i) comply with contractual arrangements, and the Sellers and their respective outside counsels(ii) to address good faith legal privilege or confidentiality concerns) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents. Nothing in this Agreement requires the Sellers, the Company or any of the Company’s Subsidiaries to share with the Purchaser or its outside counsel any information on the valuation of the transactions contemplated by this Agreement or other potential transactions that may have been contemplated by the Sellers, the Company or any of the Company’s Subsidiaries. (b) Without limiting the generality of the foregoing, the Purchaser and the Guarantor shall consult Company will coordinate and cooperate with in exchanging information and supplying assistance that is reasonably requested by the Acquired Company and the Sellers Purchaser in connection with this Section 6.3, including, without limitation, (i) providing the Purchaser with advanced copies and reasonable opportunity to comment on all notices, filings, applications, analysessubmissions, appearancesresponses, presentations, memoranda, briefs, arguments, opinions filings and proposals made information supplied to or submitted by or on behalf of the Purchaser and the Guarantor in connection filed with obtaining all consents and approvals from any Governmental Authorities necessary to consummate the transactions contemplated hereby or under the other Transaction Documents. Neither the Purchaser nor the Guarantor will make any notification, filing, application or other submission in relation to the transactions contemplated hereby or under the other Transaction Documents without first providing the Acquired Company and the Sellers with a copy of such notification, filing, application or other submission in draft form (subject to reasonable redactions or limiting the sharing of such draft, or parts thereof, to an outside-counsel-only basis where appropriate) and giving the Acquired Company and the Sellers a reasonable opportunity to consider its content before it is filed with the relevant Governmental Authority, and the Purchaser and the Guarantor shall consider and take account of all reasonable comments timely made in this respect. The Purchaser and the Guarantor shall promptly notify the Acquired Company and the Sellers of any substantive communications from or with any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents (except for information which the Company, acting reasonably, considers highly confidential and will use their reasonable commercial efforts competitively sensitive, which shall only be provided to ensure, to the extent permitted by Law, that the Acquired Company and the Sellers, or their outside counsel where appropriateof the Purchaser on a confidential and privileged basis), are involved in and (ii) keeping the Purchaser apprised of communications with any substantive communications and invited to attend meetings with, or other appearances before, any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction DocumentsGovernmental Authority. (c) Notwithstanding anything to the contrary set forth hereinforegoing, in no event shall the obligations of the Purchaser and the Guarantor under this Section 7.2 shall include committing to any and all undertakings, divestitures, licenses or hold separate or similar arrangements with respect to their assets or the assets of the Acquired Company or any of the Subsidiary and committing Company’s Subsidiaries be required to make any undertakings payment (other than reasonable legal fees) that it is not presently contractually required to make, enter into any other agreement or other arrangements relating arrangement with any Person that it is not presently contractually required to conduct enter into, accept any significant modification in any existing agreement or arrangement, take any action that would alter or restrict in any way the Company’s or any of its respective Affiliates’ business or the business commercial practices (including divesting or holding separate any of the Acquired Company its assets or the Subsidiary as a condition to obtaining any and all approvals or clearances from any Governmental Authority or Person necessary to consummate the transactions contemplated hereby or under the other Transaction Documents, including taking any and all actions necessary in order to ensure the receipt portion of the necessary consents, approvals, clearances or forbearances, or the termination, waiver or expiration of the necessary waiting periods, under, as applicable, or any other applicable antitrust, competition, foreign investment or similar Law. Neither the Purchaser nor the Guarantor shall knowingly take or cause to be taken any action which would be expected to prevent or delay the obtaining of any consent or approval required hereunder, including entering into any timing or other agreements with any Government Authority without the express written consent of the Acquired Company and the Sellers, for the consummation of the transactions contemplated hereby or under the other Transaction Documentsits business).

Regulatory and Third Party Approvals. (a) Subject to Section 7.2(c) The Acquired Companies shall, and, as applicable, shall cause the Purchaser and the Guarantor shallSubsidiaries to, as promptly as practicable after the date hereof (i) use their commercially reasonable efforts to give all notices to, make all filings and applications with, obtain all consents and approvals of of, and take any action in respect of, any Persons and Governmental Authorities that are required necessary or advisable of any of the Purchaser and Acquired Companies or the Guarantor Subsidiaries to consummate the transactions contemplated by this Agreement and the other Transaction Documents set forth in Section 5.3 3.4 and Section 5.4 3.5 of Schedule 5; the Disclosure Schedule, (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith and (iii) provide such necessary information and reasonable cooperation to the Acquired Company, the Subsidiary and their Purchaser or its outside counsel as reasonably requested by the Acquired Company Purchaser in connection with the performance of the Acquired CompanyPurchaser’s obligations under Section 6.37.2. The Purchaser and the Guarantor Acquired Companies shall provide prompt notification to the Acquired Company and the Sellers Purchaser when any such consent, approval, action, filing or notice referred to in clause (i) above is obtained, taken, made or given, as applicable, and shall advise the Acquired Company and the Sellers Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing to the Acquired Company and the Sellers and their respective Purchaser or its outside counselscounsel) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Without limiting the generality of Notwithstanding the foregoing, the Purchaser and the Guarantor in no event shall consult and cooperate with the Acquired Company and the Sellers in connection with all notices, filings, applications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf any of the Purchaser and the Guarantor in connection with obtaining all consents and approvals from any Governmental Authorities necessary to consummate the transactions contemplated hereby or under the other Transaction Documents. Neither the Purchaser nor the Guarantor will make any notification, filing, application or other submission in relation to the transactions contemplated hereby or under the other Transaction Documents without first providing the Acquired Company and the Sellers with a copy of such notification, filing, application or other submission in draft form (subject to reasonable redactions or limiting the sharing of such draft, or parts thereof, to an outside-counsel-only basis where appropriate) and giving the Acquired Company and the Sellers a reasonable opportunity to consider its content before it is filed with the relevant Governmental Authority, and the Purchaser and the Guarantor shall consider and take account of all reasonable comments timely made in this respect. The Purchaser and the Guarantor shall promptly notify the Acquired Company and the Sellers of any substantive communications from or with any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents and will use their reasonable commercial efforts to ensure, to the extent permitted by Law, that the Acquired Company and the Sellers, Acquired Companies or their outside counsel where appropriatethe Subsidiaries be required to make any payment (other than reasonable legal fees) that it is not presently contractually required to make, are involved enter into any other agreement or arrangement with any Person that it is not presently contractually required to enter into, accept any significant modification in any substantive communications and invited to attend meetings withexisting agreement or arrangement, take any action that would alter or other appearances before, restrict in any Government Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents. (c) Notwithstanding anything to the contrary set forth herein, the obligations of the Purchaser and the Guarantor under this Section 7.2 shall include committing to way any and all undertakings, divestitures, licenses or hold separate or similar arrangements with respect to their assets or the assets of the Acquired Company Companies’ or any of the Subsidiary and committing to their respective Affiliates’ business or commercial practices (including divesting or holding separate any undertakings or other arrangements relating to conduct of its business assets or the business portion of the Acquired Company or the Subsidiary as a condition to obtaining any and all approvals or clearances from any Governmental Authority or Person necessary to consummate the transactions contemplated hereby or under the other Transaction Documents, including taking any and all actions necessary in order to ensure the receipt of the necessary consents, approvals, clearances or forbearances, or the termination, waiver or expiration of the necessary waiting periods, under, as applicable, or any other applicable antitrust, competition, foreign investment or similar Law. Neither the Purchaser nor the Guarantor shall knowingly take or cause to be taken any action which would be expected to prevent or delay the obtaining of any consent or approval required hereunder, including entering into any timing or other agreements with any Government Authority without the express written consent of the Acquired Company and the Sellers, for the consummation of the transactions contemplated hereby or under the other Transaction Documentsits business).