Common use of Without limiting Section 5 Clause in Contracts

Without limiting Section 5. 9(a), Buyer agrees to take any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, trade regulation or similar Laws that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement and the Ancillary Agreements so as to enable the consummation of the transactions contemplated hereby and thereby to occur as soon as reasonably possible (and in any event, no later than the Outside Date), including proposing, negotiating, committing to and effecting by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of such assets, properties or businesses of Buyer or the Company or otherwise taking or committing to take actions that limit Buyer’s freedom of action with respect to, or their ability to retain or operate, any of the Rolling Mill Businesses, product lines or assets of Buyer or its Subsidiaries or the Company, in each case, as may be required in order to avoid the entry of, or to effect the dissolution or lift of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. Subject to the foregoing and for the avoidance of doubt, Buyer will take any and all actions necessary in order to ensure that no (i) requirement for any non-action, consent or approval of the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Governmental Authority, (ii) decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, or (iii) other matter relating to any antitrust or competition Law would preclude the Closing by the Outside Date.

Without limiting Section 5. 9(a6(a), Buyer Parent agrees to, and will cause its Affiliates to, use reasonable best efforts to take any and all steps actions necessary to avoid, eliminate, and to make resolve any and all undertakings necessary to avoid or eliminate each and every impediment impediments under any antitrust, merger control, competition, Regulatory Law or trade regulation or similar Laws law that may be asserted by any Governmental Authority Entity or any other Person with respect to the transactions Transactions contemplated by this Agreement and the Ancillary Agreements so as to obtain all consents, approvals, and waivers under any Regulatory Law that may be required by any Governmental Entity to enable the consummation of parties to close the transactions contemplated hereby and thereby to occur Transactions as soon promptly as reasonably possible practicable, including, (and in any event, no later than the Outside Date), including i) proposing, negotiating, committing to and effecting to, and/or effecting, by consent decree, hold separate order order, or otherwise, the sale, divestiture, licensing transfer, license, disposition, or disposition hold separate (through the establishment of a trust or otherwise) of such assets, properties properties, or businesses of Buyer Parent or its Subsidiaries or Affiliates or of the assets, properties, or businesses to be acquired pursuant to this Agreement as are required to be divested in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other order that would make the Transactions unlawful or would otherwise materially delay or prevent the consummation of the Transactions, (ii) terminating, modifying, or assigning existing relationships, Contracts, or obligations of Parent or its Subsidiaries or Affiliates or those relating to any assets, properties, or businesses to be acquired pursuant to this Agreement, (iii) changing or modifying any course of conduct regarding future operations of Parent or its Subsidiaries or Affiliates or the Company assets, properties, or businesses to be acquired pursuant to this Agreement, or (iv) otherwise taking or committing to take actions any other action that would limit Buyer’s Parent or its Subsidiaries or Affiliates’ freedom of action with respect to, or their ability to retain retain, one or operatemore of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement; provided that Parent is not obligated to take any action contemplated in clause (i) through (iv) unless such action is expressly conditioned upon the closing of the Rolling Mill BusinessesTransactions; provided further that in the event that any action contemplated in clause (i) through (iv) would result in the parties resolving objections, product lines or assets of Buyer or its Subsidiaries or the Company, in each caseif any, as may be asserted with respect to the Transactions under any Regulatory Law and obtaining all consents under requisite Regulatory Laws that may be required in order by any Governmental Entity with competent jurisdiction, so as to avoid enable the entry ofparties hereto to consummate the Transactions, or as between the Company and Parent, Parent shall be entitled to effect make the dissolution or lift of, any injunction, temporary restraining order, or other order in any suit or proceeding, final determination as to which would of such actions to pursue so long as such determination otherwise have complies with the effect terms of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. Subject to the foregoing and for the avoidance of doubt, Buyer will take any and all actions necessary in order to ensure that no (i) requirement for any non-action, consent or approval of the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Governmental Authority, (ii) decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, or (iii) other matter relating to any antitrust or competition Law would preclude the Closing by the Outside Date.