TO USE COMMERCIALLY
REASONABLE EFFORTS TO TAKE, OR CAUSE TO BE TAKEN, ALL REASONABLE ACTIONS AND TO
DO, OR CAUSE TO BE DONE, ALL REASONABLE THINGS NECESSARY, PROPER OR ADVISABLE TO
CONSUMMATE AS PROMPTLY AS PRACTICABLE THE TRANSACTIONS, INCLUDING USING
COMMERCIALLY REASONABLE EFFORTS TO COOPERATE TO EFFECT ALL REGISTRATIONS AND
FILINGS AND SUBMISSIONS OF INFORMATION REQUESTED BY GOVERNMENTAL ENTITIES IN
CONNECTION THEREWITH NECESSARY TO ENABLE IT TO CONSUMMATE THE TRANSACTIONS.
EACH PARTY SHALL GIVE THE OTHER PARTY ALL INFORMATION REASONABLY REQUESTED BY
SUCH OTHER PARTY PERTAINING TO IT AND ITS SUBSIDIARIES AND AFFILIATES REASONABLY
NECESSARY TO ENABLE SUCH OTHER PARTY TO TAKE SUCH ACTIONS, AND IN CONNECTION
WITH THE TRANSACTIONS THE PARTIES EACH SHALL FILE IN A TIMELY MANNER ALL REPORTS
AND DOCUMENTS REQUIRED TO BE FILED UNDER ANY APPLICABLE LAWS.
SELLERS SHALL
NOTIFY BUYERS, AND BUYERS SHALL NOTIFY SELLERS, AS THE CASE MAY BE, PROMPTLY OF
ANY MATERIAL NOTICE OR OTHER COMMUNICATION FROM ANY GOVERNMENTAL ENTITY IN
CONNECTION WITH THE TRANSACTIONS AND FROM ANY PERSON IN RELATION TO A CONSENT.
(B)
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, BUYERS, ON THE ONE HAND, AND SELLERS, ON THE OTHER HAND, WILL AS
PROMPTLY AS PRACTICABLE, (I) BUT IN NO EVENT LATER THAN TEN (10) BUSINESS DAYS
FOLLOWING THE EXECUTION AND DELIVERY OF THIS AGREEMENT, FILE WITH THE UNITED
STATES FEDERAL TRADE COMMISSION (THE "FTC") AND THE UNITED STATES DEPARTMENT OF
JUSTICE (THE "DOJ"), AND (II) FILE WITH THE FOREIGN COMPETITION AUTHORITIES IN
EACH OF THE JURISDICTIONS LISTED ON SCHEDULE 5.6(B) TO THE EXTENT REQUIRED, THE
NOTIFICATION AND REPORT FORM REQUIRED FOR THE TRANSACTIONS, AND ANY SUPPLEMENTAL
INFORMATION REQUIRED IN CONNECTION THEREWITH, PURSUANT TO THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENTS ACT OF 1976 (THE "HSR ACT") AND ANY FOREIGN ANTITRUST
LAWS, AS APPLICABLE.
EACH PARTY HERETO REPRESENTS AND WARRANTS THAT SUCH
NOTIFICATION AND REPORT FORM AND ALL SUCH SUPPLEMENTAL INFORMATION SUBMITTED BY
SUCH PARTY OR ITS ULTIMATE PARENT, AND ANY ADDITIONAL SUPPLEMENTAL INFORMATION
FILED BY SUCH PARTY OR ITS ULTIMATE PARENT AFTER THE DATE OF THE ORIGINAL
FILING, WILL BE IN SUBSTANTIAL COMPLIANCE WITH THE REQUIREMENTS OF THE HSR ACT.
BUYERS AND SELLERS SHALL EACH FURNISH TO THE OTHER SUCH NECESSARY INFORMATION
AND REASONABLE ASSISTANCE AS THE OTHER MAY REQUEST IN CONNECTION WITH ITS
PREPARATION OF ANY FILING OR SUBMISSION THAT IS NECESSARY UNDER THE HSR ACT AND
ANY APPLICABLE FOREIGN ANTITRUST LAWS.
SELLERS AND BUYER SHALL KEEP EACH OTHER
APPRISED OF THE STATUS OF ANY COMMUNICATIONS WITH, AND INQUIRIES OR REQUESTS FOR
ADDITIONAL INFORMATION FROM, THE FTC OR THE DOJ, AND SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO COMPLY PROMPTLY WITH ANY SUCH INQUIRY OR REQUEST.
SELLERS
AND BUYER WILL EACH USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE EXPIRATION
OR EARLY
41
TERMINATION OF THE WAITING PERIOD REQUIRED UNDER THE HSR ACT AS A CONDITION TO
THE PURCHASE AND SALE OF THE TRANSFERRED ASSETS.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, ALL FILING FEES RELATING TO ANY FILING UNDER THE HSR ACT
OR ANY SIMILAR FOREIGN ANTITRUST LAWS SHALL BE BORNE BY BUYERS.