Seagate 2010 Annual Report Download - page 196

requested pursuant to the HSR Act and the EU Merger Regulation as referred to above. In addition, each party hereto agrees to make, or
to cause to be made, to the extent required by applicable rules and regulations, any filing that may be required under any other Antitrust
Law or by any other Governmental Body, including any other requirements of the Antitrust Law of any relevant jurisdiction, if
applicable, within thirty (30) days after the Agreement Date and to supply promptly any additional information and documentary
material that may be requested pursuant thereto. In the event that any applicable Antitrust Law requires that a filing be made within less
than thirty (30) days after the Agreement Date, then such requirement shall be complied with by the parties. Each party hereto shall
have responsibility for its respective filing fees (and the filing fees of their respective Affiliates, if applicable) associated with the HSR
Act filings, the EU Merger Regulation filings and any other filings required in any other jurisdictions under any other Antitrust Laws.
(b)
If a party hereto (or any Affiliate of a party hereto) receives a request for additional information or documentary
material from any Governmental Body with respect to the transactions contemplated by this Agreement or the other Transaction
Documents, then it shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after
consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by
any applicable Governmental Body, provide the other party’s counsel with advance notice and the opportunity to participate in any
material meeting with any Governmental Body in respect of any filing made thereto in connection with the transactions contemplated
by this Agreement or the other Transaction Documents. Neither the Guarantor or the Purchaser (or any Affiliates thereof), on the one
hand, nor the Seller or the Seller Subsidiaries (or any Affiliates thereof), on the other hand, shall commit to or agree with any
Governmental Body to stay, toll or extend any applicable waiting period under the HSR Act, the EU Merger Regulation or other
applicable Antitrust Laws, without the prior written consent of the other party (such consent not to be unreasonably withheld,
conditioned or delayed).
(c)
In the event the Requisite Regulatory Approvals have not been obtained by December 31, 2011 and to the extent the
Guarantor and the Purchaser have not materially breached this Agreement or any other Transaction Document that has been entered into
and is effective and are not in material breach of this Section 5.11, then the Guarantor shall have the right to extend the Expiration Date
to March 31, 2012, solely for the purpose of obtaining the Requisite Regulatory Approvals. The Guarantor shall, not less than five (5)
Business Days prior to December 31, 2011, provide to the Seller written notice that it intends to extend the Expiration Date (such
notice, the “ Notice of Extension ”). The Notice of Extension shall (i) identify the Requisite Regulatory Approvals not yet obtained,
and (ii) provide a detailed explanation of the information being requested by any Governmental Body that has not yet provided a
Requisite Regulatory Approval and the actions such Governmental Body has required the Guarantor, the Purchaser and any of their
respective Affiliates to take in order to obtain such Requisite Regulatory Approvals.
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