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Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 1 of 13
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`UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF COLUMBIA
`
`UNITED STATES OF AMERICA,
`
`Plaintiff,
`
`v.
`
`ACTIVISION BLIZZARD, INC.,
`
`Defendant.
`
`Case No.: 1:23-cv-00895
`
`FINAL JUDGMENT
`
`WHEREAS, Plaintiff, the United States of America, filed its Complaint on April 3, 2023,
`
`alleging that Defendant Activision Blizzard, Inc. violated Section 1 of the Sherman Act, 15
`
`U.S.C. § 1;
`
`AND WHEREAS, the United States and Defendant have consented to the entry of this
`
`Final Judgment (“Final Judgment”) without the taking of testimony, without trial or adjudication
`
`of any issue of fact or law, without the Final Judgment constituting any evidence against or
`
`admission by any party relating to any issue of fact or law, and without Defendant admitting
`
`liability, wrongdoing, or the truth of any allegations in the Complaint;
`
`AND WHEREAS, Defendant represents that it ceased enforcement of the “Competitive
`
`Balance Tax,” a rule in the Call of Duty League and Overwatch League that required any Team
`
`that exceeded an upper threshold of Compensation to pay a tax to be distributed to all other
`
`Teams not exceeding that threshold, and agrees to undertake certain additional actions and
`
`refrain from certain conduct for the purpose of remedying the anticompetitive effects alleged in
`
`the Complaint;
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`1
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`

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`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 2 of 13
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`AND WHEREAS, Defendant represents that the relief required by the Final Judgment
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`can and will be made and that Defendant will not later raise a claim of hardship or difficulty as
`
`grounds for asking the Court to modify any provision of the Final Judgment;
`
`NOW THEREFORE, it is ORDERED, ADJUDGED, AND DECREED:
`
`I.
`
`JURISDICTION
`
`This Court has jurisdiction over the subject matter of this action and each of the parties to
`
`this action. The Complaint states a claim upon which relief may be granted against Defendant
`
`under Section 1 of the Sherman Act, 15 U.S.C. § 1.
`
`II.
`
`DEFINITIONS
`
`As used in the Final Judgment:
`
`A.
`
`“Activision” and “Defendant” mean Activision Blizzard, Inc., a Delaware
`
`corporation with its headquarters in Santa Monica, California, its successors and assigns, and its
`
`subsidiaries (including The Overwatch League, LLC and The Call of Duty League, LLC),
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`divisions, groups, affiliates, partnerships, and joint ventures, and their owner(s) and operator(s),
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`directors, officers, managers, agents, representatives, and employees.
`
`B.
`
`“Agreement” means any contract, arrangement, or understanding, formal or
`
`informal, oral or written, between two or more persons.
`
`C.
`
`“Compensation” means all forms of wages, bonuses, and other payment for work
`
`rendered, and benefits, including housing and meal payments, insurance coverage, paid time off,
`
`vacation or personal leave, and annual or sick leave, but not including any (i) prize pool to be
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`awarded by Defendant or Defendant’s licensee to any Teams or players in any Professional
`
`Esports League, or (ii) marketing or promotional funding to be provided by Defendant or
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`Defendant’s licensee to any Teams or players in any Professional Esports League.
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`2
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`

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`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 3 of 13
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`D.
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`“Esports Personnel” means all officers of Defendant, and anyone employed by
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`Defendant who is involved in the business or operations of any Professional Esports League.
`
`E.
`
`F.
`
`“Including” means including, but not limited to.
`
`“Non-statutory Labor Exemption” means the common law exemption from
`
`scrutiny under the antitrust laws that applies to concerted action or agreements imposed through
`
`the collective bargaining process between unions and nonlabor parties, as set forth in Brown v.
`
`Pro Football, Inc., 518 U.S. 231 (1996), and related decisional law.
`
`G.
`
`“Person” means any natural person, corporation, firm, company, sole
`
`proprietorship, partnership, joint venture, association, institute, governmental unit, or other legal
`
`entity.
`
`H.
`
`“Professional Esports League” means any league in which video game players
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`receive Compensation to compete for teams against other teams in a league format, where such
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`league (i) is owned or controlled by Defendant, including the Call of Duty League and the
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`Overwatch League; or (ii) features any video game owned or controlled by Defendant and as to
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`which Defendant determines the rules regarding player Compensation, but excluding any
`
`amateur tournament or any league that operates entirely outside the United States.
`
`I.
`
`“Team” means any team in any Professional Esports League, including its
`
`owner(s) and operator(s), directors, officers, managers, agents, representatives, and employees.
`
`J.
`
`The “Call of Duty League” means the Professional Esports League featuring the
`
`video game Call of Duty (including all versions, sequels, and offshoots of the game), its owner(s)
`
`and operator(s), directors, officers, managers, agents, representatives, and employees.
`
`3
`
`

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`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 4 of 13
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`K.
`
`The “Overwatch League” means the Professional Esports League featuring the
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`video game Overwatch (including all versions, sequels, and offshoots of the game), its owner(s)
`
`and operator(s), directors, officers, managers, agents, representatives, and employees.
`
`III. APPLICABILITY
`
`The Final Judgment applies to Defendant and all other Persons in active concert or
`
`participation with Defendant who receive actual notice of the Final Judgment.
`
`IV.
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`PROHIBITED CONDUCT
`
`A.
`
`Defendant must not impose any rule that would, directly or indirectly, impose an
`
`upper limit on Compensation for any player or players in any Professional Esports League,
`
`including any rule that requires or incentivizes any Team to impose an upper limit on its players’
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`Compensation or imposes a tax, fine, or other penalty on any Team as a result of exceeding a
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`certain amount of Compensation for its players.
`
`V.
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`CONDUCT NOT PROHIBITED
`
`A.
`
`Nothing in Section IV prohibits Defendant from implementing any rule or
`
`engaging in any conduct covered by any applicable labor exemption (e.g., the Non-statutory
`
`Labor Exemption).
`
`B.
`
`Nothing in Section IV prohibits Defendant from determining the Compensation to
`
`be paid to its own employees, including player employees of Teams in any Professional Esports
`
`League in which Defendant owns all of the Teams.
`
`VI. REQUIRED CONDUCT
`
`A. Within 20 days of entry of the Final Judgment, Defendant must certify in an
`
`affidavit from a senior legal officer that it has ended and will not implement or reinstate any rule
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`that, directly or indirectly, imposes an upper limit on Compensation for any player or players in
`
`4
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`

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`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 5 of 13
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`any Professional Esports League, including any rule that requires or incentivizes any Team to
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`impose an upper limit on its players’ Compensation or imposes a tax, fine, or other penalty on
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`any Team as a result of exceeding a certain amount of Compensation for its players.
`
`B.
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`Within 20 days of entry of the Final Judgment, Defendant must (i) identify or
`
`appoint a senior legal officer responsible for the supervision of Defendant’s compliance with the
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`terms and conditions of the Final Judgment and communicate to the United States all
`
`certifications and reports required by the Final Judgment, and (ii) provide to the United States
`
`the officer’s name, business address, telephone number, and email address. Within 30 days of the
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`departure of the designated senior legal officer or within 30 days of a decision by Defendant to
`
`identify or appoint a replacement, Defendant must provide to the United States the replacement
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`officer’s name, business address, telephone number, and email address. Defendant’s initial
`
`identification or appointment of a senior legal officer, and identification or appointment of any
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`replacement senior legal officer, are subject to the approval of the United States, in its sole
`
`discretion.
`
`C.
`
`Any senior legal officer identified or appointed in accordance with this Section VI
`
`must be an active member in good standing of the bar in any U.S. jurisdiction and must have, or
`
`must retain outside counsel who has, at least five years of legal experience, including experience
`
`with antitrust matters.
`
`D.
`
`The Defendant and senior legal officer must:
`
`1.
`
`within 30 days of entry of the Final Judgment, provide to all Esports
`
`Personnel, a director, officer, or manager of each Team, and, to the extent
`
`roster and contact information is known to Defendant, all players in all
`
`Professional Esports Leagues (i) a copy of the Final Judgment and the
`
`5
`
`

`

`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 6 of 13
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`Competitive Impact Statement filed in this action, and (ii) in a manner to
`
`be devised by Defendant and approved by the United States, in its sole
`
`discretion, notice of the meaning and requirements of the Final Judgment;
`
`2.
`
`within 30 days of entry of the Final Judgment, implement (i) a revised
`
`antitrust compliance policy, which must be approved by the United States,
`
`in its sole discretion, and (ii) a whistleblower protection policy, which
`
`must be approved by the United States, in its sole discretion, and which
`
`provides that any Person may disclose information concerning any
`
`violation or potential violation of the Final Judgment or the antitrust laws
`
`to the senior legal officer identified or appointed under this Section VI,
`
`without reprisal for such disclosure;
`
`3.
`
`annually provide to all Esports Personnel notice of the meaning and
`
`requirements of the Final Judgment, in a manner to be devised by
`
`Defendant and approved by the United States, in its sole discretion, and
`
`the antitrust compliance and whistleblower protection policies
`
`implemented pursuant to Paragraph VI(D)(2);
`
`4.
`
`provide any Person who becomes an Esports Personnel, within 30 days of
`
`their assuming such role, (i) a copy of the Final Judgment and the
`
`Competitive Impact Statement filed in this action, (ii) notice of the
`
`meaning and requirements of the Final Judgment, in a manner to be
`
`devised by Defendant and approved by the United States, in its sole
`
`discretion, and (iii) the antitrust compliance and whistleblower protection
`
`policies implemented pursuant to Paragraph VI(D)(2);
`
`6
`
`

`

`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 7 of 13
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`5.
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`obtain from all Esports Personnel, within 30 days of each such Person’s
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`receipt of the Final Judgment, a written certification that each such Person
`
`(i) has read and understands and agrees to abide by the terms of the Final
`
`Judgment, (ii) is not aware of any violation of the Final Judgment that has
`
`not been reported to Defendant, and (iii) understands that any failure to
`
`comply with the Final Judgment may result in an enforcement action for
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`civil or criminal contempt of court against Defendant or any Person who
`
`violates the Final Judgment;
`
`6.
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`annually provide to a director, officer, or manager of each Team (i) a copy
`
`of the Final Judgment and the Competitive Impact Statement filed in this
`
`action, and (ii) notice of the meaning and requirements of the Final
`
`Judgment, in a manner to be devised by Defendant and approved by the
`
`United States, in its sole discretion;
`
`7.
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`in the event of a change of control of any Team, provide to a director,
`
`officer, or manager of that Team, within 30 days of any such change of
`
`control, (i) a copy of the Final Judgment and the Competitive Impact
`
`Statement filed in this action, and (ii) notice of the meaning and
`
`requirements of the Final Judgment, in a manner to be devised by
`
`Defendant and approved by the United States, in its sole discretion; and
`
`8.
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`certify in writing to the United States annually 30 days after the
`
`anniversary date of the entry of the Final Judgment that Defendant has
`
`complied with the provisions of the Final Judgment, with such writing
`
`including: (i) a list identifying all Esports Personnel and other Persons
`
`7
`
`

`

`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 8 of 13
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`who received the materials required by Paragraphs VI(D)(3)-(7); and (ii)
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`copies of all certifications obtained under Paragraph VI(D)(5).
`
`E.
`
`Upon learning of any violation or potential violation of any of the terms and
`
`conditions contained in the Final Judgment, Defendant must:
`
`1.
`
`2.
`
`3.
`
`promptly take appropriate action to terminate or modify the activity so as
`
`to comply with the Final Judgment;
`
`maintain all documents related to any violation or potential violation of
`
`the Final Judgment for the duration of the Final Judgment;
`
`within 30 days of learning of any violation or potential violation of any of
`
`the terms and conditions contained in the Final Judgment, file with the
`
`United States a statement describing the violation or potential violation
`
`and any steps Defendant has taken to address the violation or potential
`
`violation; and
`
`4.
`
`at the United States’ request, furnish to the United States a log of all
`
`documents maintained under Paragraph VI(F)(2), including identifying
`
`any such documents for which Defendant claims protection under the
`
`attorney-client privilege or the attorney work product doctrine.
`
`VII. COMPLIANCE INSPECTION
`
`A.
`
`For the purposes of determining or securing compliance with the Final Judgment
`
`or of determining whether the Final Judgment should be modified or vacated, upon written
`
`request of an authorized representative of the Assistant Attorney General for the Antitrust
`
`Division, and reasonable notice to Defendant, Defendant must permit, from time to time and
`
`8
`
`

`

`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 9 of 13
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`subject to legally recognized privileges, authorized representatives, including agents retained by
`
`the United States:
`
`1.
`
`to have access during Defendant’s office hours to inspect and copy, or at
`
`the option of the United States, to require Defendant to provide electronic
`
`copies of all books, ledgers, accounts, records, data, and documents in the
`
`possession, custody, or control of Defendant relating to any matters
`
`contained in the Final Judgment; and
`
`2.
`
`to interview, either informally or on the record, Defendant’s officers,
`
`employees, or agents, who may have their individual counsel present,
`
`relating to any matters contained in the Final Judgment. The interviews
`
`must be subject to the reasonable convenience of the interviewee and
`
`without restraint or interference by Defendant.
`
`B.
`
`For the purposes of determining or securing compliance with the Final Judgment
`
`or of determining whether the Final Judgment should be modified or vacated, upon the written
`
`request of an authorized representative of the Assistant Attorney General for the Antitrust
`
`Division, Defendant must submit written reports or respond to written interrogatories, under oath
`
`if requested, relating to any matters contained in the Final Judgment.
`
`VIII. PUBLIC DISCLOSURE
`
`A.
`
`No information or documents obtained pursuant to any provision the Final
`
`Judgment may be divulged by the United States to any person other than an authorized
`
`representative of the executive branch of the United States, except in the course of legal
`
`proceedings to which the United States is a party, including grand-jury proceedings, for the
`
`purpose of securing compliance with the Final Judgment, or as otherwise required by law.
`
`9
`
`

`

`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 10 of 13
`
`B.
`
`In the event of a request by a third party, pursuant to the Freedom of Information
`
`Act, 5 U.S.C. § 552, for disclosure of information obtained pursuant to any provision of the Final
`
`Judgment, the Antitrust Division will act in accordance with that statute, and the Department of
`
`Justice regulations at 28 C.F.R. part 16, including the provision on confidential commercial
`
`information, at 28 C.F.R. § 16.7. When submitting information to the Antitrust Division,
`
`Defendant should designate the confidential commercial information portions of all applicable
`
`documents and information under 28 C.F.R. § 16.7. Designations of confidentiality expire 10
`
`years after submission, “unless the submitter requests and provides justification for a longer
`
`designation period.” See 28 C.F.R. § 16.7(b).
`
`C.
`
`If at the time that Defendant furnishes information or documents to the United
`
`States pursuant to any provision of the Final Judgment, Defendant represents and identifies in
`
`writing information or documents for which a claim of protection may be asserted under Rule
`
`26(c)(1)(G) of the Federal Rules of Civil Procedure, and Defendant marks each pertinent page of
`
`such material, “Subject to claim of protection under Rule 26(c)(1)(G) of the Federal Rules of
`
`Civil Procedure,” the United States must give Defendant 10 calendar days’ notice before
`
`divulging the material in any legal proceeding (other than a grand jury proceeding).
`
`IX. RETENTION OF JURISDICTION
`
`This Court retains jurisdiction to enable any party to the Final Judgment to apply to this
`
`Court at any time for further orders and directions as may be necessary or appropriate to carry
`
`out or construe the Final Judgment, to modify any of its provisions, to enforce compliance, and
`
`to punish violations of its provisions.
`
`10
`
`

`

`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 11 of 13
`
`X.
`
`ENFORCEMENT OF FINAL JUDGMENT
`
`A.
`
`The United States retains and reserves all rights to enforce the provisions of the
`
`Final Judgment, including the right to seek an order of contempt from the Court. Defendant
`
`agrees that in a civil contempt action, a motion to show cause, or a similar action brought by the
`
`United States relating to an alleged violation of the Final Judgment, the United States may
`
`establish a violation of the Final Judgment and the appropriateness of a remedy therefor by a
`
`preponderance of the evidence, and Defendant waives any argument that a different standard of
`
`proof should apply.
`
`B.
`
`The Final Judgment should be interpreted to give full effect to the procompetitive
`
`purposes of the antitrust laws and to restore the competition the United States alleges was
`
`harmed by the challenged conduct. Defendant agrees that it may be held in contempt of, and that
`
`the Court may enforce, any provision of the Final Judgment that, as interpreted by the Court in
`
`light of these procompetitive principles and applying ordinary tools of interpretation, is stated
`
`specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In
`
`any such interpretation, the terms of the Final Judgment should not be construed against either
`
`party as the drafter.
`
`
`
`C.
`
`In an enforcement proceeding in which the Court finds that Defendant has
`
`violated the Final Judgment, the United States may apply to the Court for an extension of the
`
`Final Judgment, together with other relief that may be appropriate. In connection with a
`
`successful effort by the United States to enforce the Final Judgment against Defendant, whether
`
`litigated or resolved before litigation, Defendant agrees to reimburse the United States for the
`
`fees and expenses of its attorneys, as well as all other costs including experts’ fees, incurred in
`
`11
`
`

`

`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 12 of 13
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`connection with that effort to enforce the Final Judgment, including in the investigation of the
`
`potential violation.
`
`D.
`
`For a period of four years following the expiration of the Final Judgment, if the
`
`United States has evidence that Defendant violated the Final Judgment before it expired, the
`
`United States may file an action against Defendant in this Court requesting that the Court order:
`
`(1) Defendant to comply with the terms of the Final Judgment for an additional term of at least
`
`four years following the filing of the enforcement action; (2) all appropriate contempt remedies;
`
`(3) additional relief needed to ensure Defendant complies with the terms of the Final Judgment;
`
`and (4) fees or expenses as called for by this Section X.
`
`XI.
`
`EXPIRATION OF FINAL JUDGMENT
`
`Unless this Court grants an extension, the Final Judgment will expire five years from the
`
`date of its entry, except that the Final Judgment may be terminated earlier upon notice by the
`
`United States to the Court and Defendant that continuation of the Final Judgment is no longer
`
`necessary or in the public interest. All requirements, including all notice, certification, and
`
`reporting requirements imposed by Section VI.D, shall terminate automatically upon the
`
`expiration of this Final Judgment.
`
`XII. RESERVATION OF RIGHTS
`
`The Final Judgment terminates only the claims expressly stated in the Complaint. The
`
`Final Judgment does not in any way affect any other charges or claims filed by the United States
`
`subsequent to the commencement of this action.
`
`12
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`

`

`Case 1:23-cv-00895-JMC Document 10 Filed 07/11/23 Page 13 of 13
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`XIII. NOTICE
`
`For purposes of the Final Judgment, any notice or other communication required to be
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`filed with or provided to the United States must be sent to the address set forth below (or such
`
`other address as the United States may specify in writing to Defendant):
`
`Chief
`Civil Conduct Task Force
`U.S. Department of Justice
`Antitrust Division
`450 Fifth Street
`Washington, DC 20530
`ATRJudgmentCompliance@usdoj.gov.
`
`XIV. PUBLIC INTEREST DETERMINATION
`
`Entry of the Final Judgment is in the public interest. The parties have complied with the
`
`requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16, including by making
`
`available to the public copies of the Final Judgment and the Competitive Impact Statement,
`
`public comments thereon, and any response to comments by the United States. Based upon the
`
`record before the Court, which includes the Competitive Impact Statement and, if applicable, any
`
`comments and response to comments filed with the Court, entry of the Final Judgment is in the
`
`public interest.
`
`Date: July 11, 2023
`
`______________________________
`Jia M. Cobb
`United States District Judge
`
`13
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`

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