GOVERNMENTAL ENTITIES
MUTUALLY AGREED TO BE REASONABLY NECESSARY OR ADVISABLE TO CONSUMMATE THE
TRANSACTIONS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY
HERETO AGREES TO COOPERATE WITH EACH OTHER PARTY IN IDENTIFYING ALL FILINGS,
CONSENTS OR APPROVALS THAT ARE MUTUALLY AGREED TO BE REASONABLY NECESSARY OR
ADVISABLE UNDER THE HSR ACT OR OTHER APPLICABLE ANTITRUST LAWS TO CONSUMMATE THE
TRANSACTIONS (COLLECTIVELY, THE "ANTITRUST APPROVALS").
IN CARRYING OUT THE
FOREGOING OBLIGATIONS, EACH OF BUYER AND SELLER SHALL ACT REASONABLY AND AS
PROMPTLY AS PRACTICABLE.
EACH OF BUYER AND SELLER AGREE THAT IT WILL KEEP THE
OTHER PARTY APPRISED OF THE STATUS OF MATTERS RELATING TO COMPLETION OF THE
TRANSACTIONS, INCLUDING PROMPTLY FURNISHING THE OTHER WITH COPIES OF NOTICE OR
OTHER COMMUNICATIONS RECEIVED BY BUYER, SELLER OR THEIR RESPECTIVE AFFILIATES
FROM ALL THIRD PARTIES AND GOVERNMENTAL ENTITIES WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREIN.
(B)
EACH PARTY AGREES TO PROMPTLY PREPARE AND FILE THE NOTIFICATION,
REPORT FORM AND/OR OTHER DOCUMENTATION REQUIRED TO OBTAIN ANTITRUST APPROVALS AS
AGREED BETWEEN THE PARTIES IN ACCORDANCE WITH SECTION 5.3(A).
TO THE EXTENT
POSSIBLE UNDER APPLICABLE LAW AND PRACTICE, EACH PARTY HEREBY COVENANTS TO
REQUEST EARLY TERMINATION OF THE WAITING PERIOD REQUIRED UNDER THE ANTITRUST
LAWS OF ANY JURISDICTION WHERE ANTITRUST APPROVAL IS SOUGHT (UNLESS OTHERWISE
AGREED BY THEIR LEGAL COUNSEL) AND, IF AND AS NECESSARY, TO USE BEST EFFORTS TO
COOPERATE WITH THE OTHER PARTY TO IN MAKING ANY SUPPLEMENTAL PRESENTATIONS TO
THE APPLICABLE GOVERNMENTAL ENTITIES AND,
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IF REQUESTED BY SUCH ENTITIES, TO PROMPTLY AMEND OR FURNISH ADDITIONAL
INFORMATION THEREUNDER.
EACH PARTY SHALL PROVIDE COPIES TO THE OTHER PARTY OF
THE FINAL DRAFTS OF ALL CORRESPONDENCE AND FILINGS PRIOR TO SUBMISSION OF SUCH
CORRESPONDENCE AND FILINGS TO THE APPLICABLE GOVERNMENTAL ENTITIES IN CONNECTION
WITH THE TRANSACTIONS AND SHALL PROVIDE COPIES TO THE OTHER PARTY OF THE FINAL
CORRESPONDENCE AND FILINGS IMMEDIATELY AFTER THE SUBMISSION OR FILING OF SUCH
DOCUMENTS.
NOTWITHSTANDING ANY OF THE FOREGOING, NEITHER SELLER NOR BUYER SHALL
BE UNDER ANY OBLIGATION TO (I) ACCEPT ANY CONDITIONS OR MODIFICATIONS IMPOSED OR
REQUESTED BY ANY GOVERNMENTAL ENTITY, (II) PROPOSE AND/OR ACCEPT DIVESTITURES,
OR (III) INITIATE OR DEFEND ANY LEGAL ACTION RELATING TO A DECISION OF A
GOVERNMENTAL ENTITY NOT TO CLEAR AND/OR APPROVE THE TRANSACTIONS UNDER ANY
ANTITRUST LAW.
(C)
ON OR PRIOR TO THE CLOSING DATE, SELLER SHALL USE ITS BEST EFFORTS
TO EITHER AMEND ALL SHARED CONTRACTS AND/OR ASSIGN TO BUYER THOSE RIGHTS UNDER
SUCH SHARED CONTRACTS THAT ARE USEFUL OR NECESSARY FOR THE PURCHASED BUSINESS,
AS REASONABLY DETERMINED BY BUYER, WITHOUT ADVERSELY AFFECTING THE RIGHTS
NECESSARY FOR THE OPERATION OF THE RETAINED BUSINESS, SO THAT, AFTER THE CLOSING
DATE, EACH SHARED CONTRACT SHALL BE EQUITABLY APPORTIONED BETWEEN THE PURCHASED
BUSINESS AND THE RETAINED BUSINESS THROUGH SUCH AMENDMENT AND/OR ASSIGNMENT,
INCLUDING, IF COMMERCIALLY PRACTICABLE, ON SUBSTANTIALLY THE SAME ECONOMIC TERMS
AS SUCH ARRANGEMENTS EXIST AS OF THE CLOSING DATE.
IF WITH RESPECT TO ANY
SHARED CONTRACT, SUCH AMENDMENT OR ASSIGNMENT CANNOT BE OBTAINED, OR IF AN
ATTEMPTED AMENDMENT OR ASSIGNMENT THEREOF