Common use of Appropriate Action; Consents; Filings Clause in Contracts

Appropriate Action; Consents; Filings. (a) Each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement.

Appropriate Action; Consents; Filings. (a) Each of Upon the parties hereto terms and subject to the conditions set forth in this Agreement, the Parties shall (i) make promptly its respective filingsuse all commercially reasonable efforts to take, or cause to be taken, all appropriate action, and thereafter make any other required submissions under the HSR Act with respect do, or cause to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsbe done, and will take all actions things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously promptly as possiblepracticable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, without limitation (i) executing and delivering any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, additional instruments reasonably necessary, proper or advisable to consummate the Merger. Each of transactions contemplated by, and to carry out fully the parties hereto will furnish purposes of, this Agreement, (ii) obtaining from any Governmental Entities any material Licenses required to the other such necessary information and reasonable assistance as the other may request be obtained or made by Buyer or Seller, in connection with the preparation authorization, execution and delivery of any required governmental filings or submissions this Agreement and will cooperate in responding to any inquiry from a Governmental Authoritythe consummation of the transactions contemplated herein, including immediately informing the other party of such inquiryand (iii) making all necessary filings, consulting in advance before and thereafter making any presentations or submissions to a Governmental Authorityother required submissions, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement required by any applicable law. Buyer and Seller shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. (i) Except as the Parties may otherwise agree, Buyer, Seller and the Members shall each give any notices to third parties, and use commercially reasonable efforts to obtain any third-party consents, approvals or waivers (i) necessary, proper or advisable to consummate the transactions contemplated in this Agreement; or (ii) required to prevent a Material Adverse Effect. (ii) In the event that any of Buyer, Seller or Member shall fail to obtain any third-party consent, approval or waiver described in Section 7.01(b)(i) of this Agreement, such Party shall use commercially reasonable efforts, and (without limiting the effect of Section 2.05) shall take any such actions reasonably requested by the other Parties, to minimize any adverse effect upon Seller and Buyer and their respective businesses resulting, or which could reasonably be expected to result after the Closing, from the failure to obtain such consent, approval or waiver. (c) From the date of this Agreement until the Closing, Buyer, Seller and the Members shall promptly notify each other in writing of any pending or, to the Knowledge of any of them, threatened action, proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking damages in connection with the transactions contemplated by this Agreement (ii) seeking to restrain or prohibit the consummation of the transactions contemplated hereunder or otherwise limit the right of Buyer to own or operate all or any portion of the Business or Acquired Assets. Buyer and Seller shall cooperate with each other in defending any such action, proceeding or investigation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed.

Appropriate Action; Consents; Filings. (a) Each of Subject to the parties hereto terms and conditions herein provided, the Company, Parent and Merger Sub shall (i) make promptly its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective reasonable best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, efforts to obtain all licenses, permits, as promptly as practicable any necessary consents, approvals, authorizationswaivers and authorizations of, waiversactions or nonactions by, qualifications and orders of make, as promptly as reasonably practicable, all necessary filings and submissions with, any Governmental Authorities as are Entity or any third party necessary for in connection with the consummation of the transactions contemplated herein)by this Agreement; provided that in no event shall the Company or any of the Company Subsidiaries be required to pay, and will do so in a manner designed prior to the Effective Time, any fee, penalty or other consideration to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid consent, approval, order, waiver or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close authorization in connection with the transactions contemplated by this Agreement as expeditiously as possibleunder any contract other than de minimis amounts or amounts that are advanced or reimbursed substantially simultaneously by Parent, including committing (ii) use reasonable best efforts to (A) avoid a suit, action, petition to deny, objection, proceeding or effectinginvestigation, whether judicial or administrative and whether brought by consent decreea Governmental Entity or any third party, hold separate ordersand (B) subject to Section 8.5(b), trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decreeinjunction, order, judgment, injunctionstay, temporary restraining order or other order in any suit such suit, action, petition to deny, objection, proceeding or proceedinginvestigation, in each case, challenging this Agreement or the transactions contemplated hereby or that would otherwise have the effect of preventing prevent or materially delaying impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) use reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, Permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or third parties in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (B) making all such filings and timely seeking all such consents, approvals, Permits, notices or authorizations, (iv) use reasonable best efforts to cause the conditions to the Merger set forth in Article IX to be satisfied as promptly as reasonably practicable and (v) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, and cooperate with each other in order to do, all other things necessary or appropriate to consummate the transactions contemplated hereby as soon as practicable; provided that for purposes of this Section 8.5(a), “reasonable best efforts” shall include taking the actions set forth in Section 8.5(a) of the Parent Disclosure Letter. In additionconnection with the foregoing, the Company, on the one hand, will provide Parent (or Parent’s outside counsel, where appropriate), and Parent, on the other hand, will provide the Company (or Company’s outside counsel, where appropriate), with copies of any material correspondence, filing or communication (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. Prior to submitting or making any such correspondence, filing or communication to any such Governmental Entity or members of their respective staffs, the parties shall first provide the other party with a copy of such correspondence, filing or communication in draft form and give such other party a reasonable opportunity to discuss its content before it is submitted or filed with the relevant Governmental Entities, and shall consider and take into account all reasonable comments timely made by the other party with respect thereto. To the extent permitted by Applicable Law, each of CBS and Viacom agree the parties shall ensure that the other party is given the opportunity to take promptly attend any and all steps necessary to obtain any consent meetings with or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with other appearances before any Governmental Authority (each, an "Order") relating Entity with respect to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement. Parent shall have principal responsibility for devising, directing, and implementing the strategy for obtaining any necessary approval, for responding to any request, inquiry, or investigation (including directing the timing, nature, and substance of all such responses), and for leading all meetings and communications with any Governmental Entity that has authority to enforce any Antitrust Law. (b) Notwithstanding anything in this Agreement illegal to the contrary, (i) Parent shall have no obligation to litigate or otherwise prohibiting contest any court proceeding or materially delaying their consummationadministrative litigation brought by any Governmental Entity under any Antitrust Law; and (ii) in no event will Parent be obligated to enter into any consent decree, to make any divestiture, to accept any operational restriction, or to take any other action that, in the judgment of Parent, would be reasonably expected to limit or impair the right of the Parent to own or operate its business or to obtain or enjoy any of the rights or benefits of the Company’s or the Company Subsidiaries’ business(es). The parties will expeditiously agree on a complete plan for compliance Company shall not (and shall not cause any of the Company Subsidiaries to), without Parent’s written consent, commit to take any action that limits the Parent’s freedom of action with applicable FCC ownership requirements for inclusion in respect to its business, or Parent’s ability to obtain or enjoy the FCC filings rights or benefits of the Company’s or the Company Subsidiaries’ business(es). (c) Without limiting the generality of Section 8.5(a) and will expeditiously make such filings Section 8.5(b) above, within five (including such agreed plan5) with the FCC following Business Days of the date of this Agreement. (c) Each , the Company, Parent and Merger Sub shall approach the Federal Trade Commission and the United States Department of Viacom Justice to discuss the Merger and CBS the other transactions contemplated by this Agreement. As promptly as reasonably practicable thereafter, the parties shall give (or shall cause its respective subsidiaries make any required filings pursuant to give) any notices the HSR Act with respect to third partiesthe transactions contemplated hereby, and Viacom and CBS shall use, and cause each of its subsidiaries thereafter promptly respond to use, its reasonable best efforts to obtain any third party consents, necessary, proper all requests received from such Governmental Entities for additional information or advisable to consummate documentation. Any filing fees payable under the Merger. Each of the parties hereto will furnish HSR Act relating to the other such necessary information transactions contemplated hereby shall be borne by Parent or Merger Sub, as applicable, but each party shall bear its own costs and reasonable assistance as the other may request in connection with expenses for the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party filing and any Governmental Authority with respect to this Agreementsuch response.

Appropriate Action; Consents; Filings. (a) Each of Subject to Section 5.4, the parties hereto shall will make reasonable best efforts to consummate and make effective the Transactions and to cause the applicable conditions to the Offer and the Merger set forth in Annex I and Article VI to be satisfied, including (i) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Authorities or other persons necessary in connection with the consummation of the Transactions, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from any Governmental Authority or other persons necessary in connection with the consummation of the Transactions, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transaction performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Parent and the Company shall promptly (and in no event later than ten (10) Business Days following the date that this Agreement is executed) make promptly and not withdraw its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possibleTransactions. (b) CBS Parent and Viacom Merger Sub, on the one hand, and the Company, on the other, each agree to take (and to cause their affiliates to take) promptly any and all steps necessary to resolve, avoid or eliminate each and every impediment impediment, challenge or objection and obtain all consents consents, approvals, actions, nonactions or waivers permissions under any antitrust, competition or communications or broadcast Law Antitrust Laws that may be asserted required by any foreign or U.S. federal, state and or local and non-United States antitrust or competition authorityGovernmental Authority, or by in each case with competent jurisdiction, with respect to the FCC or similar authorityTransactions, so as to enable the parties to close the transactions contemplated by this Agreement Transactions as expeditiously promptly as possiblepracticable, including including, in the case of Parent and Merger Sub (and their respective affiliates), committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution ofof or vacate or lift, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceedingOrder, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or Transactions; provided, however, that Parent and Merger Sub shall not be required to take any action which could reasonably be expected to materially delaying their consummation. The parties will expeditiously agree on impair the overall value of the resulting combined business of Parent, its subsidiaries and the Company, taken as a complete plan for compliance with applicable FCC ownership requirements for inclusion in whole, following consummation of the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this AgreementTransactions. (c) Each of Viacom Parent and CBS the Company shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS Parent shall use, and cause each of its subsidiaries affiliates to use, its reasonable best efforts, and the Company shall use its reasonable best efforts to cooperate with Parent in its efforts, to obtain any third party consents, consents not covered by Section 5.2(a) and Section 5.2(b) above that are necessary, proper or advisable to consummate the Merger; provided, however, that Parent shall promptly reimburse the Company for any expenses and costs incurred in connection with the Company’s obligations under this Section 5.2(c). Each of the parties hereto (i) will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and submissions, (ii) will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this AgreementAgreement and (iii) will not participate in any substantive meeting or have any substantive communication with any Governmental Authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate therein. Notwithstanding the foregoing, obtaining any third party consents pursuant to this Section 5.2(c) shall not be considered a condition to the obligations of the Parent and Merger Sub to consummate the Offer or the Merger.

Appropriate Action; Consents; Filings. (a) Each of Surviving Company and the parties hereto Merging Company shall use all reasonable efforts to (i) make promptly its respective filingstake, or cause to be taken, all appropriate action, and thereafter make any other required submissions under the HSR Act with respect do, or cause to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsbe done, and will take all actions things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best effortsby this Agreement, and taking all actions necessary(ii) obtain from any Governmental Entities or other third parties any consents, to obtain all licenses, permits, consentswaivers, approvals, authorizationsauthorizations or orders required to be obtained or made by Surviving Company or the Merging Company or any of their subsidiaries or affiliates, waiversas applicable, qualifications in connection with the authorization, execution and orders delivery of Governmental Authorities as are necessary for this Agreement and the consummation of the transactions contemplated herein)hereby, including, without limitation, the Merger. The Merging Company and will do so Surviving Company shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in a manner designed to obtain such regulatory clearance and connection with the satisfaction of such conditions as expeditiously as possibletransactions contemplated by this Agreement. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger The Surviving Company and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS Merging Company shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its use all reasonable best efforts to obtain any third party consents, consents (i) necessary, proper or advisable to consummate the Merger. Each transactions contemplated by this Agreement, or (ii) otherwise required under any Material Contracts, or other agreements in connection with, or in order to allow the Merging Company to continue to be entitled to the benefits thereof following, the consummation of the transactions contemplated hereby. In the event that any party shall fail to obtain any third party consent described above and the parties hereto will furnish agree to consummate the Merger without such consent, such party shall use commercially reasonable efforts, and shall take any such actions reasonably requested by the other such necessary information parties, to limit the adverse effect upon the Merging Company and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental AuthoritySurviving Company, and supplying each other with copies of all material correspondencetheir respective businesses resulting, filings or communications between either party and any Governmental Authority with respect which could reasonably be expected to this Agreementresult after the Closing Date, from the failure to obtain such consent.

Appropriate Action; Consents; Filings. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall (i) make promptly agrees to use its respective filingsreasonable best efforts to take, and thereafter make any other required submissions under the HSR Act with respect or cause to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsbe taken, and will take all actions that are necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfiedTransactions as promptly as practicable, (including using best effortsall necessary actions or non-actions, and taking all actions necessary, to obtain all licenses, permitswaivers, consents, approvals, authorizationsOrders and authorizations from Governmental Entities (including, waiverswithout limitation, qualifications those in connection with the HSR Act). The parties agree that the use of “reasonable best efforts” in this Section 5.5 shall include taking any and orders all steps necessary to obtain approval of Governmental Authorities as are necessary for the consummation of the transactions contemplated herein)Transactions by any Governmental Entity responsible for antitrust matters, and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and including taking all steps necessary to avoid or eliminate each and every legal impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast applicable antitrust Law that may be asserted by any U.S. federal, state and local and non-United States antitrust Governmental Entity or competition authority, or by the FCC or similar authority, any other Person so as to enable the parties hereto to close the transactions contemplated by this Agreement Transactions as expeditiously promptly as possiblereasonably practicable, and in any event prior to the Outside Date, including (1) proposing, negotiating, accepting, committing to or and effecting, by consent decree, hold separate orders, trust, or otherwise, the sale sale, divestiture or disposition of such of either party or its assets Subsidiaries’ assets, properties or businesses as are required to be divested businesses; (2) the entrance into, or the amendment, modification or termination of, any Contracts or other arrangements; and (3) other remedies in order to obtain such approvals and to avoid the consent entry of, and to avoid the commencement of the FCC to litigation or avoid other Proceedings seeking the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order applicable Law in any suit or proceedingother Proceeding, that which would otherwise have the effect of preventing or materially delaying or preventing the consummation of the Merger and the other transactions contemplated by this AgreementTransaction. In addition, Parent and the Company will, and will cause each of CBS their Subsidiaries to, defend through litigation on the merits so as to enable the parties hereto to close the Transaction as promptly as reasonably practicable (and Viacom agree in any event prior to take promptly the Outside Date) any and all steps necessary claim asserted in court or an administrative or other tribunal by any Governmental Entity or other Person under applicable Laws to obtain any consent avoid entry of, or to vacate have vacated or lift terminated, any orderOrder (whether temporary, writ, judgment, injunction, decree, stipulation, determination preliminary or award entered by permanent) or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters other applicable Law that would have prevent or materially delay the effect Closing from occurring as promptly as reasonably practicable; provided, however, that, for the avoidance of making any doubt, such litigation shall in no way limit the obligations of the transactions contemplated by parties to comply with their obligations under the terms of this Agreement illegal Section 5.5. Notwithstanding the foregoing or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date any other provision of this Agreement, no party will be required to agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of or any limitation on the acquisition, ownership, operation, effective control or exercise of full rights of ownership, or other modification of rights in respect of, any assets or businesses or other remedy that is not conditioned on the consummation of the Transaction. (cb) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each of the parties hereto will shall furnish to the each other party such necessary information and reasonable assistance as the such other party may reasonably request in connection with the preparation foregoing. Subject to applicable Law relating to the exchange of information, outside counsel for the Company and Parent shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Entity in connection with the Transactions. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any required governmental filings or submissions Governmental Entity, the Company and will cooperate in responding Parent shall keep each other reasonably apprised of the status of matters relating to any inquiry from a Governmental Authoritythe completion of the Transactions, including immediately informing promptly furnishing each such other party with copies of notices or other written substantive communications received by such party or any of their respective Subsidiaries, from any Governmental Entity and/or Third Party with respect to such Transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of such inquiryany substantive filing, consulting investigation or other inquiry in connection with the Transactions. With respect to the matters in this Section 5.5, Parent shall in any event control the strategy and process relating to all approvals under any antitrust or competition Law so long as Parent reasonably consults in advance before making any presentations or submissions to a Governmental Authoritywith the Company and considers in good faith the views of the Company with respect thereto. (c) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall, and supplying each other with copies shall cause their respective Affiliates to, make or cause to be made all required HSR Act notifications within five (5) Business Days after the date of all this Agreement, to the extent required. If the Company or Parent receives a request for information or documentary material correspondence, filings or communications between either party and from any Governmental Authority Entity with respect to this Agreementthe Transactions (including, but not limited to, such requests with respect to the HSR Act), then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, a response which is, at a minimum, in substantial compliance with such request.

Appropriate Action; Consents; Filings. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to consummate this Agreement as promptly as practicable, including using reasonable best efforts to accomplish the following: (i) make promptly its obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including under any Contract to which Sellers or Buyer or any of their respective filingsSubsidiaries is party or by which such Person or any of their respective properties or assets may be bound, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licensesnecessary or advisable actions or non-actions, permitswaivers, consents, approvals, authorizationsorders and authorizations from governmental entities, waiversmake all necessary or advisable registrations, qualifications declarations and orders of Governmental Authorities filings with and take all steps as are may be necessary for the to obtain an approval or waiver from, or to avoid any proceeding by, any governmental entity, (iii) resist, contest or defend any proceeding challenging this Agreement, including seeking to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that is in effect and that could restrict, prevent or prohibit consummation of the transactions contemplated herein)Agreement, (iv) execute and deliver any additional instruments necessary to consummate and fully carry out the purposes of this Agreement, and will do so in a manner designed (v) cause their Affiliates to obtain such regulatory clearance execute and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly deliver any and all steps necessary to avoid notices, filings or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are applications required to be divested filed with any governmental entity in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by connection with this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each of the parties hereto will shall, and shall cause their respective Affiliates to, furnish to the each other party such necessary information and reasonable assistance as the such other party may reasonably request in connection with the preparation foregoing. Subject to applicable Law relating to the exchange of information, Sellers and Buyer shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Sellers or Buyer, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with this Agreement. In exercising the foregoing rights, each of Sellers and Buyer shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any required governmental filings or submissions entity, Sellers and will cooperate in responding Buyer shall keep each other reasonably apprised of the status of matters relating to any inquiry from a Governmental Authoritythe Agreement, including immediately informing promptly furnishing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondencenotices or other written substantive communications received by Sellers or Buyer, filings as the case may be, or communications between either any of their respective Subsidiaries, from any governmental entity and/or third party and any Governmental Authority with respect to this Agreement, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any governmental entity in respect of any substantive filing, investigation or other inquiry in connection with this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, neither the Sellers or Buyer nor any of their respective Affiliates shall be obligated to (i) litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, (ii) propose, negotiate, or agree to the sale, divestiture, license or other disposition of any assets or businesses, (iii) accept any operational restriction that is material to its business or assets, or (iv) take any other action that would materially limit the right of that party, any of its subsidiaries, or any of its Affiliates to own or operate its or their businesses or assets. (c) Nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of Sellers prior to the consummation of the Agreement. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control and supervision over its business operations.

Appropriate Action; Consents; Filings. (a) Subject to Section 6.4, the parties hereto will cooperate with each other and use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby as soon as practicable and to cause the conditions to the Offer and the Merger set forth in Annex I and Article VII to be satisfied, including (i) the obtaining and maintaining of all necessary actions or nonactions, consents and approvals from Governmental Authorities or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable or customary steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other persons necessary in connection with the consummation of the transactions contemplated by this Agreement, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the Offer and the Merger and other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Each of the parties hereto shall promptly (iand in no event later than ten (10) Business Days following the date that this Agreement is executed) make promptly and not withdraw its respective filings, and thereafter make any other required submissions under the HSR Act or other Antitrust Law with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possiblehereby. (b) CBS Parent and Viacom each Acquisition Sub agree to take (and to cause their subsidiaries to take) promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law Antitrust Laws that may be asserted required by any foreign or U.S. federal, state and or local and non-United States antitrust or competition authorityGovernmental Authority, or by the FCC or similar authorityin each case with competent jurisdiction, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously promptly as possiblepracticable, including committing to or effecting, by consent decree, consent order, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution ofof or vacate or lift, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceedingOrder, that would otherwise have the effect of preventing or materially delaying the consummation of the Offer or the Merger and the other transactions contemplated by this AgreementAgreement beyond the Outside Date. In additionEach of Parent and the Company shall respond as promptly as practicable under the circumstances to any inquiries received from any Governmental Authority under any Antitrust Laws for additional information or documentation and to all inquiries and requests received from either Governmental Authority. Further, each and for the avoidance of CBS and Viacom agree to doubt, Parent will take promptly any and all steps actions necessary in order to obtain any consent or to vacate or lift any orderensure that (x) no waiting period applicable under the HSR Act, writ(y) no decree, judgment, injunction, decreetemporary restraining order or any other order in any suit or proceeding, stipulation, determination or award entered by or with any Governmental Authority and (each, an "Order"z) no other matter relating to antitrust any Antitrust Laws would preclude consummation of the Offer or communications the Merger by the Outside Date. Such actions shall include, but are not limited to (i) selling, licensing, divesting or broadcast matters disposing of or holding separate any entities, assets, or businesses of Parent or its subsidiaries, including after the Acceptance Time, the Surviving Corporation or its subsidiaries, (ii) terminating, amending or assigning existing relationships or contractual rights and obligations of Parent or its subsidiaries, including after the Acceptance Time, the Surviving Corporation or its subsidiaries, (iii) changing or modifying any course of conduct regarding future operations of Parent or its subsidiaries, including after the Acceptance Time, the Surviving Corporation or its subsidiaries, (iv) otherwise taking actions that would have limit Parent’s freedom of action with respect to, or its ability to retain, one or more of Parent’s and its subsidiaries’ (including after the effect Acceptance Time, the Surviving Corporation’s and its subsidiaries’) respective businesses, product lines or assets or rights or interests therein and (v) committing to take any such actions in the foregoing clauses. To assist Parent in complying with its obligations set forth in this Section 6.2, and only if requested in writing by Parent, the Company and its subsidiaries and affiliates agree to take, or cause to be taken, any action reasonably in furtherance of making the foregoing, so long as such action is conditioned upon the Closing. Notwithstanding anything in this agreement or otherwise to the contrary, neither Parent, Acquisition Sub nor any of their respective subsidiaries shall be required to take or agree to take (and the Company and its subsidiaries shall not take or agree to take) any action or actions that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent or on the Company, considered in the aggregate, and with giving effect to the transactions contemplated by this Agreement illegal Agreement. Furthermore, and for the avoidance of doubt, none of Parent’s affiliates (other than Parent’s subsidiaries) shall be required to take or otherwise prohibiting agree to take any action or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion actions in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date furtherance of this AgreementSection 6.2(b), including without limitation the actions described in items (i) through (v) above. (c) Each of Viacom and CBS The Company shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS Parent shall use, and cause each of its subsidiaries to use, its reasonable best efforts to cooperate with the Company in its efforts, to obtain any third party consents, consents not covered by paragraphs (a) and (b) above that are necessary, proper or advisable to consummate the Offer or the Merger, including those set forth on Section 6.2(c) of the Company Disclosure Letter; provided that the Company shall not be required to make any payments to a third party to obtain any consent or approval of such third party prior to the Acceptance Time, and shall not agree to make any such payments without Parent’s prior written consent. Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement. Each party will give the other party the opportunity to attend any meetings, or to participate in any communications with, a Government Authority to the extent permitted by such Government Authority. Notwithstanding the foregoing, obtaining any third party consents pursuant to this paragraph (c) shall not be considered a condition to the obligations of the Parent and Acquisition Sub to consummate the Offer or the Merger.

Appropriate Action; Consents; Filings. (a) Each Subject to the terms and conditions herein provided, each of the parties hereto Company, on one hand, and Parent and Merger Sub, on the other hand, shall (i) make use reasonable best efforts to obtain as promptly its respective filingsas practicable any necessary consents, approvals, waivers and authorizations of, actions or non-actions by, and thereafter make as promptly as practicable all necessary notifications to and filings and submissions with, any Governmental Entity pursuant to Applicable Law or any third party as set forth in Schedule 8.5; (ii) use reasonable best efforts to (A) avoid a suit, action, petition to deny, objection, proceeding or investigation, whether judicial or administrative and whether brought by a Governmental Entity or any third party, and (B) avoid the entry of, or to effect the dissolution, lifting or rescinding of, any injunction, stay, restraining order or other required submissions under the HSR Act with respect order in any such suit, action, petition to deny, objection, proceeding or investigation, in each case, challenging this Agreement or the transactions contemplated herein hereby or that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, (iiiii) make promptly use reasonable best efforts to cooperate with each other in (1) determining which filings with or applications responses to requests for additional information or documentary material from a Governmental Entity are required to be made prior to the FCC Effective Time with, and which registrations, consents, approvals, Permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or third parties in connection with respect to the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated herein. The parties hereto will hereby and thereby and (2) timely making all such filings and responses and timely seeking all such consents, approvals, Permits, notices or authorizations; provided, that the Company shall not make any such filing or response or seek any such consent, approval, Permit, notice or authorization without the prior consent of Parent, (iv) use their respective reasonable best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and efforts to cause the conditions to the Merger set forth in Article VII IX to be satisfiedsatisfied as promptly as reasonably practicable and (v) use reasonable best efforts to take, (including using best effortsor cause to be taken, all other actions and do, or cause to be done, and taking cooperate with each other in order to do, all actions necessaryother things necessary or appropriate to consummate the transactions contemplated hereby as soon as practicable. At the request of Parent and for the purpose of obtaining the HSR Antitrust Clearance, PRC Antitrust Clearance, or the CFIUS Approval, the Company shall agree to obtain all licensesdivest, permitshold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, consentsor its ability to retain, approvalsany of the businesses, authorizationsservices or assets of the Company or any Company Subsidiary, waivers, qualifications and orders provided that the effectiveness or consummation of Governmental Authorities as are necessary for such action is conditional on the consummation of the transactions contemplated hereinMerger. Notwithstanding anything to the contrary in this Agreement, in no event shall Parent, Merger Sub or any of their respective Subsidiaries or Affiliates, be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to make payments or enter into any commercial arrangement, or commit, or commit to take, any action (A) the effectiveness or consummation of which is not conditional on the consummation of the Merger or (B) that, in the judgement of Parent acting in good faith, individually or in the aggregate is or would reasonably be expected to be materially adverse (with materiality, for purposes of this provision, being measured in relation to the size of the Company and its Subsidiaries taken as a whole) to Parent, Merger Sub, any of their respective Affiliates or the Surviving Corporation, either before or after giving effect to the Merger (a “Burdensome Condition”), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS Notwithstanding anything in this Agreement to the contrary, with respect to the matters covered in this Section 8.5, it is agreed that Parent, after consulting with the Company and Viacom each agree considering the Company’s views in good faith, shall make all decisions, lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law requests that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authoritymade by, or any actions, consents, undertakings, approvals, or waivers that may be sought by or from, any Governmental Entity, including determining the FCC strategy and manner in which to contest or similar authorityotherwise respond, so as by litigation or otherwise, to enable objections to, or proceedings or other actions challenging, the parties to close consummation of the Merger and the other transactions contemplated by this Agreement as expeditiously as possibleAgreement; provided, including committing that Parent shall give the Company the opportunity to participate in such discussions, negotiations or effectingother proceedings to the extent not prohibited by Applicable Law. Parent shall have the unilateral right to determine whether or not the parties will litigate with any Governmental Entity to oppose any enforcement action or remove any court or regulatory Orders impeding the ability to consummate the Merger. Subject to Section 8.5(a), by consent decree, hold separate orders, trust, or otherwiseat Parent’s request and sole expense, the sale or disposition of such of its assets or businesses as are required Company agrees to be divested take all actions Parent reasonably deems prudent in order to obtain the consent or assist Parent or any of the FCC its Subsidiaries in obtaining any actions, consents, undertakings, approvals or waivers by or from any Governmental Entity or any Person for or in connection with, and to reasonably assist Parent or any of its Subsidiaries in litigating or otherwise contesting any objections to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order proceedings or other order in any suit or proceedingactions challenging, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each The Company shall not permit any of CBS and Viacom agree its Representatives to take promptly participate in any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or meeting with any Governmental Authority Entity in respect of any filings, investigation, proceeding or other matters related to this Agreement or the transactions contemplated hereby unless, to the extent permitted by Applicable Law, the Company consults with Parent in advance and, to the extent permitted by such Governmental Entity, gives Parent the opportunity to attend such meeting; provided, however, that nothing in this Section 8.5(b) shall obligate the Company to take any action that is not either (eachi) conditioned on the consummation of the Merger and the other transactions contemplated by this Agreement or (ii) at the expense of Parent. (c) Without limiting the generality of the rest of this Section 8.5: (i) Parent and/or Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand, shall (i) make any required filings with the Federal Trade Commission and the United States Department of Justice pursuant to the HSR Act, with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder) as soon as reasonably practicable after the date of this Agreement, but in no event later than ten (10) Business Days from the date of this Agreement, and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation, (ii) file an "Order") initial filing with the PRC Anti-Monopoly Bureau relating to antitrust this Agreement and the transactions contemplated hereby as required by the PRC Anti-Monopoly Law as soon as reasonably practicable after the date of this Agreement, (iii) (A) engage in the pre-notice consultation process with CFIUS and jointly make the draft filing with CFIUS contemplated under 31 C.F.R. § 800.401(f) with respect to the transactions contemplated hereby as soon as reasonably practicable after the date of this Agreement, and (B) as soon as reasonably practicable after CFIUS notification that the draft filing meets all requirements of 31 C.F.R. § 800.402 of the regulations and is, accordingly, complete, jointly file with CFIUS a voluntary notice as contemplated by 31 C.F.R. § 800.401(a), (iv) prepare and file all filings required to obtain the PRC Overseas Investment Approvals as promptly as practicable after the date of this Agreement, and (v) prepare and file any other filing or communications written materials necessary or broadcast matters advisable to be made or submitted to any other Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (the filings described in the foregoing clauses (i) through (v) collectively, “Regulatory Filings”). Any fees and expenses (other than the attorney’s, advisor’s and agent’s fees) payable under the Regulatory Filings relating to the transactions contemplated hereby shall be borne by Parent or the relevant Subsidiary of Parent. (ii) Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of Regulatory Filings and in connection with resolving any investigation or other inquiry of any Governmental Entity under any Applicable Laws or Orders with respect to any such filing, (ii) supply the other with any information and reasonable assistance that would have may be required or reasonably requested in connection with the effect making of making such filings, (iii) supply any additional information that may be required or reasonably requested by the relevant Governmental Entity and (iv) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to obtain the HSR Antitrust Clearance and PRC Antitrust Clearance as soon as practicable, to obtain the PRC Overseas Investment Approvals as soon as practicable (other than as waived by Parent), to obtain the CFIUS Approval as soon as practicable, and to avoid any impediment to the consummation of the Merger under any Applicable Laws or Orders, including, subject to Section 8.5(a), using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as any Governmental Entity or Person may assert under any Applicable Laws or Orders with respect to the Merger. (iii) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, to the extent permitted by Applicable Law, promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement illegal in connection with any Regulatory Filings or otherwise prohibiting investigations with, by or materially delaying their consummationbefore any Governmental Entity relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. The parties will expeditiously agree on If any party hereto or Affiliate thereof shall receive a complete plan request for compliance additional information or documentary material from any Governmental Entity with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make respect to a Regulatory Filing, then such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS party shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, use its reasonable best efforts to obtain any third party consentsmake, necessaryor cause to be made, proper within a reasonable time and after consultation with the other party, an appropriate response to such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by Applicable Law or advisable to consummate by the Merger. Each of applicable Governmental Entity, the parties hereto will furnish agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity (other than any PRC Governmental Entity) relating to the Merger or any other transactions contemplated hereby, (ii) give each other an opportunity to participate in each of such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authoritymeetings, including immediately informing (iii) keep the other party reasonably apprised with respect to any material communications with any Governmental Entity regarding the Merger or any other transactions contemplated hereby, (iv) cooperate with each other (or counsel of such inquiryeach party, consulting as appropriate) in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger or any other transactions contemplated hereby, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Entity, (v) provide each other with a reasonable advance before making any presentations or submissions opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all material written communications (including applications, analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental AuthorityEntity (other than any PRC Governmental Entity) regarding the Merger or any other transactions contemplated hereby, and supplying (vi) provide each other (or counsel of each party, as appropriate) with copies of all material correspondence, filings written communications to or communications between either party and from any Governmental Authority with respect Entity relating to the Merger or any other transactions contemplated hereby. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under Applicable Law or reasonably requested by the disclosing party. (d) Notwithstanding anything to the contrary set forth in this Agreement, all obligations of Parent or Merger Sub to obtain the Financing shall be governed exclusively by Section 8.15 and not this Section 8.5.

Appropriate Action; Consents; Filings. (a) Each Without limiting the obligations of the parties in Section 5.3(b), each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly all filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII VI to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities Entities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance clearances and the satisfaction of such conditions as expeditiously as possible. (b) CBS The Company and Viacom Parent each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or competition, communications or broadcast Law law that may be asserted by any U.S. federal, state and local and non-non- United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement; provided, however, that neither the Company, Parent nor any of their respective subsidiaries shall be required to divest assets on which their respective electronic program guide businesses are dependent if such divestiture would have a material adverse effect on their electronic program guide business or take any other action that materially and adversely impacts their respective abilities to participate in the electronic program guide business. In addition, each of CBS the Company and Viacom Parent agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority Entity (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree Notwithstanding the above, Parent and the Company shall not be obligated to take any action pursuant to the foregoing if the board of directors of each of Parent and the Company determine that the taking of such action is reasonably likely to have a material adverse effect on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with economic or business benefits of the FCC following the date of transactions contemplated by this Agreement. (c) Each of Viacom the Company and CBS Parent shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom the Company and CBS Parent shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental AuthorityEntity, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental AuthorityEntity, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority Entity with respect to this Agreement.

Appropriate Action; Consents; Filings. (a) Each The Company and Buyer will each cooperate with each other and use (and the Company will cause each of the parties hereto shall its Subsidiaries to use) commercially reasonable efforts (i) make promptly its respective filingsto take, or to cause to be taken, all actions, and thereafter make any other required submissions to do, or cause to be done, all things necessary, proper or advisable under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with Agreement, applicable Law or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, otherwise to consummate and make effective the transactions contemplated herein by this Agreement, including, but not limited to, soliciting and encouraging each holder of Shares to cause execute and return the conditions to the Merger set forth in Article VII to be satisfiedAcceptance promptly, (including using best efforts, and taking all actions necessary, ii) to obtain all from any Governmental Authorities any consents, licenses, permits, consentswaivers, approvals, authorizationsauthorizations or orders required to be obtained and to make any filings with or notifications or submissions to any Governmental Authority (other than described in the following clause (iii)) required to be made by such Person in connection with the authorization, waivers, qualifications execution and orders delivery of Governmental Authorities as are necessary for this Agreement and the consummation of the transactions contemplated herein)hereby, (iii) to make all necessary filings, and will do so make any other required submissions, with respect to this Agreement, that are necessary, proper or advisable under applicable Law or otherwise are reasonably required to obtain, the Company Approvals set forth in a manner designed Schedule 2.05(b) to obtain such regulatory clearance the Company Disclosure Schedule and the satisfaction of such conditions as expeditiously as possibleBuyer Approvals. (b) CBS The Company and Viacom each Buyer agree to take promptly cooperate and use commercially reasonable efforts (and the Company will cause each of its Subsidiaries to cooperate and use commercially reasonable efforts) to contest and resist, any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possibleaction, including committing legislative, administrative or judicial action, and to have vacated, lifted, reversed or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, overturned any decree, order, judgment, injunction, temporary restraining order injunction or other order (whether temporary, preliminary or permanent) of any Governmental Authority that is in any suit effect and that restricts, prevents or proceeding, that would otherwise have the effect of preventing or materially delaying prohibits the consummation of the Merger and the other transactions contemplated by this Agreement. In additionIf any action, each request or motion for an order of CBS a Court of competent jurisdiction ruling against the Compulsory Acquisition is filed by any Dissenting Holder(s), then the Company hereby covenants and Viacom agrees that it will contest, resist, challenge and defend against any such action, request or motion, and if such an order is imposed, then the Company shall use all commercially reasonable efforts to have the order removed prior to the date set forth in Section 8.01(f). Expenses related thereto or arising therefrom shall be borne by Sellers and not by the Company, and all fees, costs and awards recovered therefrom shall belong to Sellers. Notwithstanding anything herein to the contrary, nothing in this Agreement will be deemed to require Buyer or any of its Subsidiaries to agree to, or permit the Company or any of its Subsidiaries, to agree to take promptly any and all steps necessary divestiture (including, without limitation, through a licensing agreement) of any business, assets or property, or the imposition of any limitation on the ability of any of them to obtain any consent conduct their business or to vacate own or lift any orderexercise control of such business, writ, judgment, injunction, decree, stipulation, determination assets or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreementproperties. (c) Each of Viacom and CBS shall The Company will give (or shall and the Company will cause its respective subsidiaries any applicable Subsidiary of the Company to give) any notices to third partiesPersons, and Viacom use (and CBS shall use, and the Company will cause each any applicable Subsidiary of its subsidiaries the Company to use, its ) commercially reasonable best efforts to obtain any consents from third party consents, Persons (A) necessary, proper or advisable to consummate the Merger. Each of the parties hereto will furnish to the transactions contemplated by this Agreement, (B) otherwise required under any contracts, licenses, leases or other such necessary information and reasonable assistance as the other may request agreements in connection with the preparation consummation of the transactions contemplated hereby or (C) required to prevent a Material Adverse Effect from occurring prior to or after the Closing. If any party fails to obtain any such consent from a third Person, the Company will (and the Company will cause each of its Subsidiaries to) use commercially reasonable efforts and will take any such actions reasonably requested by Buyer, to limit the adverse effect upon the Company and its Subsidiaries and Buyer, and their respective businesses, from the failure to obtain such consent. (d) The Company will give prompt notice to Buyer upon becoming aware of (i) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority Authorities with respect to the transactions contemplated hereby or the business of the Company or any of its Subsidiaries, (ii) any notices or other communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby, (iii) the institution or the threat of material litigation involving the Company or any of its Subsidiaries, or (iv) any event or condition that might reasonably be expected to cause any of the representations or warranties set forth in Article II not to be true and correct at the Closing or of any other change that might reasonably be expected to cause a breach of the covenants of the Company under this Agreement or to delay or impede the consummation of the transactions contemplated by this Agreement or the ability of the Company to fulfill its obligations set forth herein. No delivery of any notice pursuant to clause (iv) of this Section 5.01(d) shall cure any breach of any representation or warranty of the Company or otherwise limit or affect the remedies available hereunder to Buyer. (e) Buyer and Guarantor will give prompt notice to the Company upon becoming aware of (i) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby, or (ii) any notices or other communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby, or (iii) any event or condition that might reasonably be expected to cause any of the representations or warranties set forth in Article III not to be true and correct at the Closing or that might reasonably be expected to cause a breach of the covenants of Buyer or Guarantor under this Agreement, in each case delaying or impeding the consummation of the transactions contemplated by this Agreement or the ability of Buyer or Guarantor to fulfill their obligations set forth herein.

Appropriate Action; Consents; Filings. (a) Each of Upon the parties hereto terms and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each use their respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make promptly its respective effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by Buyer, Seller or any of Buyer’s Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other required submissions submissions, with respect to this Agreement required under the HSR Act with respect to and under any other applicable Law; (iv) avoid the transactions contemplated herein and (ii) make promptly filings with entry of, or applications to have vacated or terminated, any Order that would restrain, prevent or delay the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsClosing, and will take all actions necessaryincluding, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfiedwithout limitation, (including using best effortsdefending any lawsuits or other legal proceedings, and taking all actions necessarywhether judicial or administrative, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for challenging this Agreement or the consummation of the transactions contemplated herein), hereby; and will do so in a manner designed to obtain such regulatory clearance (v) execute and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly deliver any and all steps additional instruments necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by consummate the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each No party to this Agreement shall consent to any voluntary delay of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any consummation of the transactions contemplated by this Agreement illegal at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld, conditioned or otherwise prohibiting or materially delaying delayed. (b) In furtherance of the foregoing, to the extent not filed prior to the date hereof, the parties hereto shall cooperate with each other and shall use their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in respective reasonable best efforts to (i) file required Notification and Report Forms under the FCC filings and will expeditiously make such filings (including such agreed plan) HSR Act with the FCC United States Federal Trade Commission and the United States Department of Justice and (ii) obtain those Consents of Governmental Entities set forth in Section 4.5(b)(ii) of the Disclosure Letter, in each case, as soon as practicable following the date of this Agreement, but in no event later than five (5) Business Days from and after the date hereof, and shall respond as promptly as practicable to all requests or inquiries for additional documentation or information that may be requested pursuant such filings. Buyer will pay all filing fees to any Governmental Entity in connection with any required Consent of any Governmental Entity. (c) Each Notwithstanding Section 7.2(a), (i) without the prior written consent of Viacom and CBS Buyer, Seller shall give not take, or agree to take, any action that would be binding on the Company or any Company Subsidiary after the Closing, (ii) without the prior written consent of Seller, Buyer shall not take, or shall cause its respective subsidiaries agree to give) take, any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain action that would be binding on the Company or any third party consents, necessary, proper or advisable to consummate the Merger. Each of the parties hereto will furnish Company Subsidiary prior to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this AgreementClosing.

Appropriate Action; Consents; Filings. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall (iand shall cause each of their applicable Affiliates and Subsidiaries to) make promptly use its respective filingsreasonable best efforts to take, or cause to be taken, all actions, and thereafter make any to do, or cause to be done, and to assist and cooperate with the other required submissions under the HSR Act with respect parties in doing, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated herein and by this Agreement. Without limiting the foregoing, each of the parties agrees to use its respective reasonable best efforts to (iii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger Final Closing set forth in Article VII to be satisfiedsatisfied as promptly as practicable, (including using best efforts, and taking all actions necessary, to ii) obtain all licenses, permits, necessary consents, approvals, authorizationsorders, waivers, qualifications findings of suitability and orders of authorizations of, actions or nonactions by, any Governmental Authorities as are Authority necessary for in connection with the consummation of the transactions contemplated herein)by this Agreement, and will do so make all necessary registrations, declarations and filings with, and notices to, any Governmental Authorities (including in a manner designed connection with the Venezuela Approval) (collectively, the “Governmental Approvals”) and take all reasonable steps as may be necessary to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry ofan approval from, or to effect the dissolution ofavoid a suit, any decreeaction, orderproceeding or investigation by, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have other Persons necessary in connection with the effect of making any consummation of the transactions contemplated by this Agreement illegal and (iii) execute and deliver any additional instruments necessary to consummate the transactions to be performed or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion consummated by such party in the FCC filings and will expeditiously make such filings (including such agreed plan) accordance with the FCC following terms of this Agreement and to carry out fully the date purposes of this Agreement. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require Buyer or any of its Affiliates, or permit HNR or any of its Subsidiaries (without the prior written consent of Buyer, such consent, not to be unreasonably withheld), to (x) litigate with any Government Authority or any other Person in connection with the transactions contemplated by this Agreement, (y) agree to (A) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of the capital stock of HVDH, Buyer, Petrodelta or any of their respective Subsidiaries or of any of such entities’ businesses, assets or properties, (B) the imposition of any limitation on the ability of HVDH, Buyer, Petrodelta or any of their respective Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses, or (C) the imposition of any impediment on HVDH, Buyer, Petrodelta or any of their respective Subsidiaries under any Laws or otherwise or (z) pay any amounts or otherwise agree to provide any benefit or undertaking to be subject to any limitation or restriction to any Governmental Authority or any other Person other than in respect of customary and established filing fees and other payments required as of the date hereof by applicable Law as set forth on Section 6.3(a) of the Seller Disclosure Schedule in connection with any Governmental Approval. (b) Without limiting the generality of the Section 6.3(a), HNR and Seller shall, as promptly as reasonably practicable, but in any event, within five (5) Business Days following the receipt of written instruction from Buyer, prepare and submit any written applications or other materials to the Ministerio del Poder Popular de Petróleo y Minería or other relevant Governmental Authorities as Buyer may reasonably request in order to obtain the Venezuelan Approval for the transactions contemplated by this Agreement. Subject to the last sentence of Section 6.3(a) and the preceding provisions of this Section 6.3(b), each of HNR, Seller and Buyer agrees (i) to file all notifications, applications or other submissions required in connection with the Venezuela Approval with respect to this Agreement and the transactions contemplated hereby, as promptly as reasonably practicable, (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by any applicable Governmental Authority in connection with the Venezuela Approval pursuant to any applicable Law, and (iii) to use its reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable consistent with, and subject to, the other provisions of this Section 6.3, to cause the granting of the Venezuela Approval as promptly as reasonably practicable. Subject to the last sentence of Section 6.3(a) and the preceding provisions of Section 6.3(b), each of Buyer, on the one hand, and HNR and Seller, on the other hand, shall use reasonable best efforts in respect of the Venezuela Approval to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party. (c) In furtherance and not in limitation of the covenants of the parties contained in Section 6.3(a) and Section 6.3(b), and subject to the last sentence of Section 6.3(a), if any objections are asserted or if any suit is instituted (or threatened to be instituted) by any Governmental Authority challenging any of the transactions contemplated hereby as violative of any Law or which would otherwise prevent, impede or delay the consummation of the transactions contemplated hereby, each of Buyer, HNR and Seller shall, subject to the other provisions of this Section 6.3 (including the last sentence of Section 6.3(a)), use reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, to the extent not expressly prohibited by applicable Law, Buyer shall have the right to lead and control, in its sole discretion, all discussions, submissions and other communications with all Governmental Authorities in or of Venezuela with respect to the this Agreement and the transactions contemplated hereby, and without limiting the generality of the foregoing, (i) Buyer shall have the right, to the extent permitted by the applicable Governmental Authority, to conduct discussions and other communications with such Governmental Authorities without the participation of Seller or any of its Affiliates or Representatives, (ii) unless expressly permitted in writing by Buyer, Seller shall not and shall not permit any of its Affiliates or Representatives to make any submission to or to initiate or engage in any discussions or communications with respect to this Agreement and the transactions contemplated hereby with any such Governmental Authority, except to the extent required by applicable Law or requested by the applicable Governmental Authority and (iii) to the extent Seller is required by applicable Law or requested by the applicable Governmental Authority to engage in discussions or communications with such Governmental Authority with respect to the this Agreement and the transactions contemplated hereby, Seller shall (if practicable and if permitted to do so by such Governmental Authority) inform Buyer of such discussion or communications and give Buyer and its Affiliates and Representatives the opportunity to attend and participate in such discussions or communications. In connection with the actions and procedures referenced in this Section 6.3 and without limiting the rights and obligations of the immediately preceding sentence, each of HNR, Seller and Buyer shall, and shall cause its Representatives to: (x) promptly and fully inform each other of any written or material oral communication received from or given to any Governmental Authority, (y) permit each other to review any submission required to be made to any Governmental Authority, and (z) consult with each other in advance of any meeting, conference or material discussion required by any Governmental Authority, in each case, to the extent related to this Agreement and the transactions contemplated hereby. (d) None of HNR, Seller or Buyer shall consent to any voluntary delay of the Final Closing at the behest of any Governmental Entity without the consent of the other, which consent shall not be unreasonably withheld, delayed or conditioned. Each of Viacom Buyer, HNR and CBS Seller shall, subject to the last sentence of Section 6.3(a), use reasonable best efforts to ensure that no action taken by such party or any of its Subsidiaries, including acquiring or making any investment in any corporation, partnership, limited liability company or other business organization or any division or assets thereof, causes a material delay in the satisfaction of the conditions contained in Article VII. (e) Subject to the last sentence of Section 6.3(a), each of Buyer, HNR and Seller shall give (or shall cause its their respective subsidiaries Subsidiaries to give) any notices to third partiesThird Parties, and Viacom and CBS shall use, and cause each of its subsidiaries their respective Subsidiaries to use, its their reasonable best efforts to obtain any third party consents, Third Party consents (other than the Governmental Approvals) (i) necessary, proper or advisable to consummate the Merger. Each of transactions contemplated by this Agreement or (ii) disclosed in HNR Disclosure Letter or the parties hereto will furnish to the other such necessary information and reasonable assistance Buyer Disclosure Letter, as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreementapplicable.

Appropriate Action; Consents; Filings. (a) Each of Subject to the parties hereto terms and conditions herein provided, the Company, Parent and Merger Sub shall (i) make promptly its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective reasonable best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, efforts to obtain all licenses, permits, as promptly as practicable any necessary consents, approvals, authorizationswaivers and authorizations of, waiversactions or nonactions by, qualifications and orders of make, as promptly as reasonably practicable, all necessary filings and submissions with, any Governmental Authorities as are Entity or any third party necessary for in connection with the consummation of the transactions contemplated herein)by this Agreement; provided that in no event shall the Company or any of the Company Subsidiaries be required to pay, and will do so in a manner designed prior to the Effective Time, any fee, penalty or other consideration to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid consent, approval, order, waiver or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close authorization in connection with the transactions contemplated by this Agreement as expeditiously as possibleunder any contract other than de minimis amounts or amounts that are advanced or reimbursed substantially simultaneously by Parent, including committing (ii) use reasonable best efforts to (A) avoid a suit, action, petition to deny, objection, proceeding or effectinginvestigation, whether judicial or administrative and whether brought by consent decreea Governmental Entity or any third party, hold separate ordersand (B) subject to Section 8.5(b), trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decreeinjunction, order, judgment, injunctionstay, temporary restraining order or other order in any suit such suit, action, petition to deny, objection, proceeding or proceedinginvestigation, in each case, challenging this Agreement or the transactions contemplated hereby or that would otherwise have the effect of preventing prevent or materially delaying impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) use reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, Permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or third parties in connection with the execution and delivery of this Agreement and related agreements and 52 consummation of the transactions contemplated hereby and thereby and (B) making all such filings and timely seeking all such consents, approvals, Permits, notices or authorizations, (iv) use reasonable best efforts to cause the conditions to the Merger set forth in Article IX to be satisfied as promptly as reasonably practicable and (v) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, and cooperate with each other in order to do, all other things necessary or appropriate to consummate the transactions contemplated hereby as soon as practicable; provided that for purposes of this Section 8.5(a), “reasonable best efforts” shall include taking the actions set forth in Section 8.5(a) of the Parent Disclosure Letter. In additionconnection with the foregoing, the Company, on the one hand, will provide Parent (or Parent’s outside counsel, where appropriate), and Parent, on the other hand, will provide the Company (or Company’s outside counsel, where appropriate), with copies of any material correspondence, filing or communication (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. Prior to submitting or making any such correspondence, filing or communication to any such Governmental Entity or members of their respective staffs, the parties shall first provide the other party with a copy of such correspondence, filing or communication in draft form and give such other party a reasonable opportunity to discuss its content before it is submitted or filed with the relevant Governmental Entities, and shall consider and take into account all reasonable comments timely made by the other party with respect thereto. To the extent permitted by Applicable Law, each of CBS and Viacom agree the parties shall ensure that the other party is given the opportunity to take promptly attend any and all steps necessary to obtain any consent meetings with or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with other appearances before any Governmental Authority (each, an "Order") relating Entity with respect to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement. Parent shall have principal responsibility for devising, directing, and implementing the strategy for obtaining any necessary approval, for responding to any request, inquiry, or investigation (including directing the timing, nature, and substance of all such responses), and for leading all meetings and communications with any Governmental Entity that has authority to enforce any Antitrust Law. (b) Notwithstanding anything in this Agreement illegal to the contrary, (i) Parent shall have no obligation to litigate or otherwise prohibiting contest any court proceeding or materially delaying their consummationadministrative litigation brought by any Governmental Entity under any Antitrust Law; and (ii) in no event will Parent be obligated to enter into any consent decree, to make any divestiture, to accept any operational restriction, or to take any other action that, in the judgment of Parent, would be reasonably expected to limit or impair the right of the Parent to own or operate its business or to obtain or enjoy any of the rights or benefits of the Company’s or the Company Subsidiaries’ business(es). The parties will expeditiously agree on a complete plan for compliance Company shall not (and shall not cause any of the Company Subsidiaries to), without Parent’s written consent, commit to take any action that limits the Parent’s freedom of action with applicable FCC ownership requirements for inclusion in respect to its business, or Parent’s ability to obtain or enjoy the FCC filings rights or benefits of the Company’s or the Company Subsidiaries’ business(es). (c) Without limiting the generality of Section 8.5(a) and will expeditiously make such filings Section 8.5(b) above, within five (including such agreed plan5) with the FCC following Business Days of the date of this Agreement. (c) Each , the Company, Parent and Merger Sub shall approach the Federal Trade Commission and the United States Department of Viacom Justice 53 to discuss the Merger and CBS the other transactions contemplated by this Agreement. As promptly as reasonably practicable thereafter, the parties shall give (or shall cause its respective subsidiaries make any required filings pursuant to give) any notices the HSR Act with respect to third partiesthe transactions contemplated hereby, and Viacom and CBS shall use, and cause each of its subsidiaries thereafter promptly respond to use, its reasonable best efforts to obtain any third party consents, necessary, proper all requests received from such Governmental Entities for additional information or advisable to consummate documentation. Any filing fees payable under the Merger. Each of the parties hereto will furnish HSR Act relating to the other such necessary information transactions contemplated hereby shall be borne by Parent or Merger Sub, as applicable, but each party shall bear its own costs and reasonable assistance as the other may request in connection with expenses for the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party filing and any Governmental Authority with respect to this Agreementsuch response.

Appropriate Action; Consents; Filings. (a) Each of Subject to Section 6.6, the parties hereto shall will use their respective reasonable best efforts to consummate and make effective the Transactions and to cause the applicable conditions to the Offer and the Merger set forth in Annex I and Article VII to be satisfied, including (i) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Authorities or other persons necessary in connection with the consummation of the Transactions, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other persons necessary in connection with the consummation of the Transactions, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Parent shall promptly (and in no event later than ten (10) Business Days following the date that this Agreement is executed) make promptly and not withdraw its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possibleTransactions. (b) CBS Parent and Viacom each Acquisition Sub agree to take (and to cause their affiliates to take) promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law Antitrust Laws that may be asserted required by any foreign or U.S. federal, state and or local and non-United States antitrust or competition authorityGovernmental Authority, or by the FCC or similar authorityin each case with competent jurisdiction, so as to enable the parties to close the transactions contemplated by this Agreement Transactions as expeditiously promptly as possiblepracticable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution ofof or vacate or lift, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceedingOrder, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Merger Transactions. Further, and for the other transactions contemplated by this Agreement. In additionavoidance of doubt, each of CBS and Viacom agree to Parent will take promptly any and all steps actions necessary in order to obtain ensure that (x) no requirement for any non-action by or consent or approval of the Antitrust Division, the FTC or other foreign or U.S. Governmental Authority with respect to vacate or lift any orderAntitrust Laws, writ(y) no decree, judgment, injunction, decreetemporary restraining order or any other order in any suit or proceeding with respect to any Antitrust Laws, stipulation, determination or award entered by or with any Governmental Authority and (each, an "Order"z) no other matter relating to antitrust or communications or broadcast matters that any Antitrust Laws would have the effect of making any preclude consummation of the transactions contemplated Offer or the Merger by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this AgreementTermination Date. (c) Each of Viacom Parent and CBS the Company shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS Parent shall use, and cause each of its subsidiaries affiliates to use, its reasonable best efforts, and the Company shall use its reasonable best efforts to cooperate with Parent in its efforts, to obtain any third party consents, consents not covered by paragraphs (a) and (b) above that are necessary, proper or advisable to consummate the Merger; provided, however, that the Company shall not be required to make any payment in connection with the Company’s or its affiliates’ obligations under this Section 6.4(c). Each of the parties hereto (i) will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and (ii) will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement. Notwithstanding the foregoing, obtaining any third party consents pursuant to this Section 6.4(c) shall not be considered a condition to the obligations of the Parent and Acquisition Sub to consummate the Offer or the Merger.

Appropriate Action; Consents; Filings. (a) Each of Parent and the parties hereto Company shall (iand Parent shall cause each of its affiliates to) make promptly use its respective filings, reasonable best efforts to consummate the Merger and thereafter make any the other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein hereby and to cause the conditions to the Merger set forth in Article VII VI to be satisfied. Without limiting the generality of the foregoing, Parent shall (and shall cause Sub, the Guarantor and each of its and their applicable affiliates to) and the Company shall (and shall cause each of the Company Subsidiaries to) use its reasonable best efforts to (i) promptly obtain all actions or nonactions, consents (including using best effortsRequired Consents), and taking all actions necessaryPermits, to obtain all licenses, permits, consentswaivers, approvals, authorizations, waivers, qualifications authorizations and orders of from Governmental Authorities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order Entities or other order persons necessary or advisable in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying connection with the consummation of the Merger and the other transactions contemplated by this Agreement. hereby and (ii) as promptly as practicable, and in any event within thirty (30) days after the date hereof, make and not withdraw (without the Company’s consent) all registrations and filings with any Governmental Entity or other persons necessary or advisable in connection with the consummation of the Merger and the other transactions contemplated hereby, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under the HSR Act or any other Antitrust Law and promptly make any further filings pursuant thereto that may be necessary or advisable. (b) In additionfurtherance of the obligations set forth in Section 5.05(a), Parent shall promptly take (and shall cause each of CBS and Viacom agree its affiliates to take promptly take) any and all steps actions necessary or advisable in order to obtain (1) resolve any consent objection or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered assertion by or with any Governmental Authority Entity challenging this Agreement or the Merger and the other transactions contemplated hereby to enable the parties to consummate the Merger and the other transactions contemplated hereby and (each2) obtain all approvals and consents under any Antitrust Laws or Insurance Laws that may be required by any foreign or U.S. federal, an "Order") relating state or local Governmental Entity, in each case with competent jurisdiction, so as to antitrust or communications or broadcast matters that would have enable the effect of making any of parties to consummate the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreementas promptly as practicable. (c) Each of Viacom Parent and CBS Sub agrees that, between the date of this Agreement and the Closing Date, each of Parent and Sub shall give (or shall cause its respective subsidiaries to give) any notices to third partiesnot, and Viacom and CBS shall use, and cause each ensure that none of its subsidiaries Subsidiaries or other affiliates shall, take any action or propose, announce an intention or agree, in writing or otherwise, to use, its reasonable best efforts take any action that would reasonably be expected to obtain any third party consents, necessary, proper materially delay or advisable to consummate prevent the Merger. Each consummation of the parties hereto will furnish to Merger and the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreementtransactions contemplated hereby.

Appropriate Action; Consents; Filings. (a) Each of Subject to the parties hereto terms and conditions herein provided, the Company, Parent and Merger Sub shall (i) make promptly its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective reasonable best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, efforts to obtain all licenses, permits, as promptly as practicable any necessary consents, approvals, authorizationswaivers and authorizations of, waiversactions or nonactions by, qualifications and orders of make as promptly as practicable all necessary filings and submissions with, any Governmental Authorities as are Entity or any third party necessary for in connection with the consummation of the transactions contemplated herein)by this Agreement; provided, and will do so that in a manner designed no event shall the Company or any of the Company Subsidiaries or Parent or Merger Sub be required to pay any fee, penalty or other consideration to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid consent, approval, order, waiver or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close authorization in connection with the transactions contemplated by this Agreement as expeditiously as possibleunder any contract other than de minimis amounts, including committing (ii) use reasonable best efforts to (A) avoid a suit, action, petition to deny, objection, proceeding or effectinginvestigation, whether judicial or administrative and whether brought by consent decreea Governmental Entity or any third party, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or and (B) avoid the entry of, or to effect the dissolution of, any decreeinjunction, order, judgment, injunctionstay, temporary restraining order or other order in any suit such suit, action, petition to deny, objection, proceeding or proceedinginvestigation, in each case, challenging this Agreement or the transactions contemplated hereby or that would otherwise have the effect of preventing prevent or materially delaying impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) use reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, Permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or third parties in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, Permits, notices or authorizations, (iv) use reasonable best efforts to cause the conditions to the Merger set forth in Article IX to be satisfied as promptly as reasonably practicable and (v) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, and cooperate with each other in order to do, all other things necessary or appropriate to consummate the transactions contemplated hereby as soon as practicable. In additionconnection with the foregoing, the Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of any material correspondence, filing or communication (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. Prior to submitting or making any such correspondence, filing or communication to any such Governmental Entity or members of their respective staffs, the parties shall first provide the other party with a copy of such correspondence, filing or communication in draft form and give such other party a reasonable opportunity to discuss its content before it is submitted or filed with the relevant Governmental Entities, and shall consider and take account of all reasonable comments timely made by the other party with respect thereto. To the extent permitted by Applicable Law, each of CBS the parties shall ensure that the other party is given the opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement. (b) For purposes of this Section 8.5, “reasonable best efforts” shall include (i) diligently prosecuting the FCC Applications, (ii) vigorously defending, contesting and Viacom objecting to any claims, lawsuits, petitions to deny, objections, actions or other proceedings, whether judicial or administrative, by or before any Governmental Entity challenging this Agreement or the transactions contemplated hereby or that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iii) executing settlements, undertakings, consent decrees, stipulations or other agreements, (iv) selling, divesting, holding separate or otherwise conveying any particular assets or categories of assets or businesses of Parent or its Affiliates other than broadcast stations of the Parent or its Affiliates in Markets other than the Stations’ Markets, (v) agreeing to sell, divest, hold separate or otherwise convey any particular assets or categories of assets or businesses of the Company or any Company Subsidiary contemporaneously with or subsequent to the Closing, (vi) permitting the Company to sell, divest, hold separate or otherwise convey any particular assets or categories of assets or businesses of the Company or any Company Subsidiary prior to the Closing, (vii) agreeing to terminate, relinquish, modify or waive existing relationships, ventures, contractual rights, obligations or other arrangements of the Company or any Company Subsidiary contemporaneously with or subsequent to the Closing, (viii) creating any relationships, ventures, contractual rights, obligations or other arrangements of Parent or its Affiliates, (ix) agreeing to create any relationships, ventures, contractual rights, obligations or other arrangements of the Company or any Company Subsidiary contemporaneously with or subsequent to the Closing and (x) otherwise taking or committing to take actions that after the Closing Date would limit the freedom of action of Parent or its Affiliates (including the Surviving Corporation) with respect to, or its or their ability to retain, one or more of its or their businesses, product lines or assets; provided, however, that (a) the Company and the Company Subsidiaries shall not be required to take, and Parent and Merger Sub shall not take, any such actions contemplated in clauses (i) through (x) above which would bind the Company or the Company Subsidiaries in respect of any matter if the Closing does not occur, and (b) notwithstanding anything herein to the contrary, the parties hereto agree and acknowledge that this Section 8.5(b) shall not require, or be construed to require, any party hereto or their respective Affiliates to take or agree to take promptly any action or agree or consent to any limitations or restrictions on freedom of action with respect to, or its ability to retain, or make changes in, any such businesses, assets, licenses, services or operations of Parent, the Company or the Surviving Corporation (or any of their respective Affiliates) that individually or in the aggregate, is reasonably expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect (provided, that, for such purposes, “Parent Material Adverse Effect” shall have the same meaning as Company Material Adverse Effect, disregarding clause (ii) thereof and all steps necessary substituting Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger). (c) Without limiting the generality of Section 8.5(a) and Section 8.5(b) above: (i) Within ten (10) Business Days of the date of this Agreement, the Company, Parent and Merger Sub, as applicable, shall file applications with the FCC seeking the FCC Consent (collectively, the “FCC Applications”). The Company, Parent and Merger Sub shall use reasonable best efforts to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") the FCC Consent as promptly as practicable. Parent shall pay the FCC filing fees relating to antitrust or communications or broadcast matters that would have the effect transactions contemplated hereby, irrespective of making any of whether the transactions contemplated by this Agreement illegal are consummated. Without limiting the generality of Section 7.2, except as otherwise contemplated by Section 8.5(b), no party hereto shall take any action that would, or otherwise prohibiting or fail to take any action the failure of which to take would, reasonably be expected to have the effect of materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the grant of the FCC filings and will expeditiously make such filings Consent. (including such agreed planii) with the FCC following Within ten (10) Business Days of the date of this Agreement, the Company, Parent and Merger Sub shall make any required filings with the Federal Trade Commission and the United States Department of Justice pursuant to the HSR Act, with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne by Parent or Merger Sub, as applicable. (cd) Each In order to avoid disruption or delay in the processing of Viacom the FCC Applications, Parent shall, and CBS shall give (or shall cause its respective subsidiaries Affiliates to, agree (i) as part of the FCC Applications, to give) request that the FCC apply its policy of permitting the assignment of the FCC Licenses in transactions involving multiple stations to proceed, notwithstanding the pendency of any notices to third partiesapplication for the renewal of any FCC License (a “Renewal Application”), and Viacom (ii) to make such representations and CBS shall useundertakings as are necessary or appropriate to invoke such policy, including undertakings to assume, as between the parties and cause each of its subsidiaries to usethe FCC, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each position of the parties hereto will furnish applicant before the FCC with respect to any pending Renewal Application and to assume the corresponding regulatory risks relating to any such Renewal Application. In addition, Parent and Merger Sub acknowledge that, to the other extent reasonably necessary to expedite the grant by the FCC of any Renewal Application with respect to any Station and thereby to facilitate the grant of the FCC Consent with respect to such necessary information and reasonable assistance as Station, the other may request Company (or any applicable Company Subsidiary) shall be permitted to enter into tolling agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture penalty against such Station in connection with the preparation of (i) any required governmental filings pending complaints that such Station aired programming that contained obscene, indecent or submissions and will cooperate in responding to profane material or (ii) any inquiry from a Governmental Authority, including immediately informing the other party of enforcement matters against such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority Station with respect to which the FCC may permit the Company (or any applicable Company Subsidiary) to enter into a tolling agreement. (e) If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this AgreementAgreement under Section 10.1, Parent and the Company shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Section 10.1.

Appropriate Action; Consents; Filings. (a) Each The Company and Acquiror shall each use, and shall cause each of their respective subsidiaries to use, and each of the parties hereto Shareholders shall use, all reasonable efforts promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make promptly its effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by the Company, Acquiror or any of the Shareholders, respectively, or any of the Company's or Acquiror's respective subsidiaries, in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (iii) to make all necessary filings, and thereafter make any other required submissions submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (B) the HSR Act and (C) any other applicable Law; provided that Acquiror and the Company shall cooperate with respect each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possibleby this Agreement. (b) CBS Acquiror, the Company and Viacom each agree of the Shareholders agree, and Acquiror and the Company shall cause each of their respective subsidiaries, to take promptly cooperate and to use all reasonable efforts to contest and resist any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possibleaction, including committing legislative, administrative or judicial action, and to have vacated, lifted, reversed or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, overturned any decree, order, judgment, injunction, temporary restraining order injunction or other order (whether temporary, preliminary or permanent) (an "Order") that is in any suit effect and that restricts, prevents or proceeding, that would otherwise have the effect of preventing or materially delaying prohibits the consummation of the Merger and the or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. In additionAcquiror, the Company and each of CBS and Viacom the Shareholders also agree to take promptly any and all steps necessary reasonable actions, including, without limitation, the disposition of assets or the withdrawal from doing business in particular jurisdictions, required by regulatory authorities as a condition to obtain the granting of any consent approvals required in order to permit the consummation of the Merger or as may be required to avoid, lift, vacate or lift reverse any order, writ, judgment, injunction, decree, stipulation, determination legislative or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters judicial action that would otherwise cause any condition to the Merger not to be satisfied; provided, however, that in no event shall any party take, or be required to take, any action that could reasonably be expected to have the effect of making any of the transactions contemplated by this Agreement illegal a Company Material Adverse Effect or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreementan Acquiror Material Adverse Effect. (c) Each The Company, Acquiror and each of Viacom and CBS the Shareholders shall each promptly give (or shall cause its their respective subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby to third partiesparties required by Law or by any contract, license, lease or other agreement to which such person is a party or by which such person is bound, and Viacom and CBS shall use, use (and cause each of its subsidiaries to use, its ) all reasonable best efforts to obtain any third party consents, consents (i) necessary, proper or advisable to consummate the Merger. Each of the parties hereto will furnish to the transactions contemplated by this Agreement, (ii) otherwise required under any contracts, licenses, leases or other such necessary information and reasonable assistance as the other may request agreements in connection with the preparation consummation of the transactions contemplated by this Agreement or (iii) required to prevent a Company Material Adverse Effect or an Acquiror Material Adverse Effect, respectively, from occurring after the Effective Time. (d) If any required governmental filings or submissions party shall fail to obtain any third party consent described in subsection (c)(i) above, such party shall use all reasonable efforts, and will cooperate in responding to shall take any inquiry from a Governmental Authority, including immediately informing such actions reasonably requested by the other party of such inquiryparties, consulting in advance before making any presentations or submissions to a Governmental Authoritylimit the adverse effect upon the Company and Acquiror, their respective subsidiaries, and supplying each other with copies of all material correspondencetheir respective businesses resulting, filings or communications between either party and any Governmental Authority with respect which could reasonably be expected to this Agreementresult after the Effective Time, from the failure to obtain such consent.

Appropriate Action; Consents; Filings. (a) Each of the parties hereto The Company, Parent and Buyer shall each use its best efforts to: (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make promptly its respective effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent, Buyer or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Merger; (iii) make all necessary filings, and thereafter make any other required submissions under the HSR Act submissions, with respect to this Agreement required under the transactions contemplated herein federal securities laws and the rules and regulations thereunder, if any, and any other applicable federal or state securities laws, and (iiB) make promptly filings any other applicable Law; provided that Parent, Buyer and the Company shall cooperate with or applications each other in connection with the making of all such filings, including providing copies of all such documents to the FCC with respect non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Company, Parent and Buyer shall furnish all information required for any application or other filing to be made pursuant to the transactions contemplated herein. The parties hereto will use their respective best efforts, rules and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth regulations of any applicable Law in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close connection with the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (ci) Each of Viacom the Company, Parent and CBS Buyer shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of use its subsidiaries to use, its reasonable best efforts to obtain any third party consents, consents (A) necessary, proper or advisable to consummate the Merger. Each of transactions contemplated in this Agreement, (B) disclosed or required to be disclosed in the parties hereto will furnish to the schedules contained herein, (C) otherwise required under any Contracts, licenses, leases or other such necessary information and reasonable assistance as the other may request agreements in connection with the preparation consummation of the transactions contemplated herein or (D) required to prevent a Company Material Adverse Effect from occurring prior to or after the Closing Date or a Parent Material Adverse Effect from occurring prior to or after the Closing Date. (ii) In the event that any required governmental filings or submissions party shall fail to obtain any third party consent described in subsection (b) (i) above, such party shall use its best commercially reasonable efforts, and will cooperate in responding to shall take any inquiry from a Governmental Authority, including immediately informing such actions reasonably requested by the other party of hereto, to minimize any adverse effect upon the Company, Parent and Buyer and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreementconsent.

Appropriate Action; Consents; Filings. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and use its reasonable best efforts to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things consistent with applicable Laws and reasonably necessary, proper or advisable to consummate, as promptly as practicable, the Transactions, and none of the Parties shall take any action or omit to take any action that would or would reasonably be expected to prevent, impair, make illegal or materially delay the Closing unless such action or omission is required by applicable Laws. Without limiting the foregoing, each of the Parties agrees to use its respective reasonable best efforts to: (i) make promptly its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the Closing conditions to the Merger set forth in Article VII IX to be satisfied, satisfied as promptly as practicable, (including using best efforts, and taking all actions necessary, to ii) obtain all necessary Regulatory Approvals, (iii) obtain all necessary licenses, permits, consents, approvals, authorizationsregistrations, qualifications, Orders, waivers, qualifications finding of suitability and orders of authorizations of, actions or nonactions by, any Governmental Authorities as are Authority or any third party necessary for in connection with the consummation of the transactions contemplated herein)by this Agreement, (iv) make all necessary applications, registrations, declarations and filings with, and will do so in a manner designed notices to, any Governmental Authorities and take all reasonable steps as may be necessary to obtain such regulatory clearance and all approvals from, or to avoid any suit, action, Proceeding or investigation by, any Governmental Authority or other Persons necessary in connection with the satisfaction consummation of such conditions as expeditiously as possible.the transactions contemplated by this Agreement, (bv) CBS to the extent named as a defendant, defend any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (vi) in the case of JD Group, JD Finance, Suqian Limao and Viacom each agree their respective Subsidiaries only, have vacated, lifted, reversed or overturned any Order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement; provided, that in no event shall JD Group, JD Finance, Suqian Limao or any of their Subsidiaries be required to take promptly pay or to commit to, prior to the Closing, any and all steps necessary fee, penalty or other consideration to avoid obtain any consent, approval, Order, waiver or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close authorization in connection with the transactions contemplated by this Agreement as expeditiously as possible, including committing under any Contract other than filing fees required and de minimis amounts and customary filing fees payable to or effecting, by consent decree, hold Governmental Authorities; and (vii) execute and deliver any additional instruments and/or separate orders, trust, or otherwise, agreements necessary to consummate the sale or disposition of such of its assets or businesses as are required Transactions to be divested performed or consummated by such Party in order to obtain accordance with the consent terms of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in and to carry out fully the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date purposes of this Agreement. (cb) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries Subject to give) any notices to third partiesapplicable Laws, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each of the parties Parties hereto will shall furnish to the each other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions with any Governmental Authority and will reasonably cooperate in responding to any inquiry from a Governmental Authority, including immediately promptly informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and with any Governmental Authority with respect to this AgreementAgreement (other than private or personal information pertaining to any individual applicants which may remain confidential). No Party shall have any material communication or meeting (telephonic or in-person) regarding the Transactions with a Governmental Authority without giving JD Finance and JD Group a reasonable opportunity to attend in person or by phone (unless the Governmental Authority prohibits such participation or attendance in the communication or meeting).

Appropriate Action; Consents; Filings. (a) Each of Subject to Section 6.6, the parties hereto shall will use their respective reasonable best efforts to consummate and make effective the Transactions and to cause the applicable conditions to the Offer and the Merger set forth in Annex I and Article VII to be satisfied, including (i) the obtaining of all necessary actions or nonactions, consents and approvals from Governmental Authorities or other persons necessary in connection with the consummation of the Transactions, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any Governmental Authority or other persons necessary in connection with the consummation of the Transactions, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Parent shall promptly (and in no event later than ten (10) Business Days following the date of execution of this Agreement by all parties hereto) make promptly and not withdraw its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possibleTransactions. (b) CBS Parent and Viacom each Acquisition Sub agree to take (and to cause their affiliates to take) promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law Antitrust Laws that may be asserted required by any foreign or U.S. federal, state and or local and non-United States antitrust or competition authorityGovernmental Authority, or by the FCC or similar authorityin each case with competent jurisdiction, so as to enable the parties to close the transactions contemplated by this Agreement Transactions as expeditiously promptly as possiblepracticable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution ofof or vacate or lift, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceedingOrder, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Merger Transactions. Further, and for the other transactions contemplated by this Agreement. In additionavoidance of doubt, each of CBS and Viacom agree to Parent will take promptly any and all steps actions necessary in order to obtain ensure that (x) no requirement for any non-action by or consent or approval of the Antitrust Division, the FTC or other foreign or U.S. Governmental Authority with respect to vacate or lift any orderAntitrust Laws, writ(y) no decree, judgment, injunction, decreetemporary restraining order or any other order in any suit or proceeding with respect to any Antitrust Laws, stipulation, determination or award entered by or with any Governmental Authority and (each, an "Order"z) no other matter relating to antitrust or communications or broadcast matters that any Antitrust Laws would have the effect of making any preclude consummation of the transactions contemplated Offer or the Merger by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this AgreementTermination Date. (c) Each of Viacom Parent and CBS the Company shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS Parent shall use, and cause each of its subsidiaries affiliates to use, its reasonable best efforts, and the Company shall use its reasonable best efforts to cooperate with Parent in its efforts, to obtain any third party consents, consents not covered by paragraphs (a) and (b) above that are necessary, proper or advisable to consummate the Merger; provided, however, that the Company shall not be required to make any payment in connection with the Company’s or its affiliates’ obligations under this Section 6.4(c). Each of the parties hereto (i) will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and (ii) will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement. Notwithstanding the foregoing, obtaining any third party consents pursuant to this Section 6.4(c) shall not be considered a condition to the obligations of the Parent and Acquisition Sub to consummate the Offer or the Merger.

Appropriate Action; Consents; Filings. (a) Each of the parties hereto shall (i) make promptly its respective filingsCelgene, Purchaser and Receptos have agreed to use reasonable best efforts to take, or cause to be taken, all actions, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with do, or applications cause to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsbe done, and will take to assist and cooperate with the other party or parties in doing, all actions things reasonably necessary, proper or advisable under applicable law or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated herein by Merger Agreement, including using reasonable best efforts to: (i) cause the Offer Conditions and to cause the conditions to the Merger set forth in Article VII to be satisfied, ; (including using best efforts, and taking all actions necessary, to ii) obtain all licensesnecessary actions or non-actions, permitswaivers, consents, approvals, authorizationsorders and authorizations from governmental authorities and any third-party and make all necessary registrations, waiversdeclarations, qualifications notifications and orders of Governmental Authorities as filings with governmental authorities or any third-party, that are necessary for to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any material contracts to which Receptos or any of its subsidiaries is a party in connection with the Merger Agreement and the consummation of the transactions contemplated herein)thereby. Both Celgene and Receptos have agreed, on behalf of themselves and their respective affiliates, that, between the date of the Merger Agreement and the Effective Time, neither Celgene nor Receptos will, and neither Celgene nor Receptos will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly cause their respective affiliates to, enter into any and all steps necessary to avoid definitive agreements or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authorityarrangements for, or by consummate an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any third-party if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the FCC or similar authorityfailure to obtain, so as to enable the parties to close any regulatory approvals required in connection with the transactions contemplated by this the Merger Agreement or would otherwise reasonably be expected to prevent or delay the Merger. Each of Celgene and Purchaser (and their respective affiliates, if applicable), on the one hand, and Receptos, on the other hand, have agreed to file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) a Notification and Report Form relating to the Merger Agreement and the transactions contemplated thereby as expeditiously required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as possibleamended (the “HSR Act”) as soon as practicable after the date of the Merger Agreement but in no event later than 15 days following the date of the Merger Agreement. Each of Celgene and Receptos will (i) cooperate and coordinate with the other in the making of such filings, including committing (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC or the DOJ, and (iv) use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any antitrust laws. Celgene will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ (the “Antitrust Division”) or any other governmental authority not to consummate the transactions contemplated by the Merger Agreement, except with the prior written consent of Receptos (which consent will not be unreasonably withheld, conditioned or delayed). In no event will Celgene be required to (a) propose, negotiate, commit to or effectingeffect, by consent decree, hold separate orders, trust, order or otherwise, the conduct of business restrictions, or a sale or disposition of such of its assets or businesses as are required or a license or grant of commercialization rights to be divested in order to obtain businesses, products, product lines, fields of use or assets of Celgene or its affiliates (including, after the consent closing of the FCC to or avoid transactions contemplated by the entry ofMerger Agreement, the Surviving Corporation and its affiliates), or (b) contest or resist any legal proceeding or seek to effect the dissolution ofhave vacated, lifted, reversed or overturned any decreeorder, orderdecision, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulationaward or TABLE OF CONTENTS other determination of any governmental authority that may result from such legal proceedings, determination whether temporary, preliminary or award entered by permanent, that is in effect and that prohibits, prevents or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any restricts consummation of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties Agreement; provided that Celgene will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion have the right, in its sole discretion, to take any of the actions described in the FCC filings and will expeditiously make foregoing subclause (b), and, if Celgene elects to take any such action, Receptos is required to reasonably cooperate with Celgene in connection therewith. If any party to the Merger Agreement (or affiliate thereof) receives a request for additional information or documentary material from any governmental authority with respect to the transactions contemplated by the Merger Agreement pursuant to the HSR Act with respect to which any such filings (including have been made, then such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS party shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, use its reasonable best efforts to obtain make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in substantial compliance with such request. To the extent reasonably practicable and unless prohibited by applicable law or by the applicable governmental authority, the parties agreed to (i) give each other reasonable advance notice of all meetings and conference calls with any third party consents, necessary, proper governmental authority relating to the Offer or advisable to consummate the Merger. Each , (ii) give each other an opportunity to participate in each of the parties hereto will furnish to the other such necessary information meetings and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authorityconference calls, including immediately informing (iii) keep the other party reasonably apprised with respect to any oral communications with any governmental authority regarding the Offer or the Merger, (iv) cooperate in the filing of such inquiryany analyses, consulting in presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any governmental authority, (v) provide each other with a reasonable advance before making any presentations or submissions opportunity to a Governmental Authorityreview and comment upon, and supplying consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a governmental authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any governmental authority relating to the Offer or the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material correspondence, filings or communications between either party and any Governmental Authority deliberations with respect to this Agreementall efforts to satisfy the Offer Conditions and conditions to the Merger relating to the HSR Act and antitrust approval.

Appropriate Action; Consents; Filings. (a) Each of Subject to the parties hereto terms and conditions herein provided, the Company, Parent, Merger Sub and their respective Affiliates shall (i) make promptly its respective filingstake all steps reasonably necessary, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein proceed diligently and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsin good faith, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using use reasonable best efforts, and taking all actions necessary, efforts to obtain all licenses, permits, as promptly as practicable any necessary consents, approvals, authorizations, waivers, qualifications licenses, Permits, franchises, certificates, registrations, variances, exemptions and orders of authorizations of, and actions or nonactions by, and make as promptly as practicable all necessary filings, submissions and declarations with, any Governmental Authorities as are Entity or other third party necessary for in connection with the consummation of the transactions contemplated herein)by this Agreement, including, if applicable, requesting expedited treatment for any such filings, submissions and declarations, (ii) use reasonable best efforts to (A) avoid a claim, suit, petition to deny, objection, proceeding, investigation or other Legal Action, whether judicial or administrative and whether brought by a Governmental Entity or other third party, and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (bB) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decreeinjunction, order, judgment, injunctionstay, temporary restraining order or other order Order in any suit or such claim, suit, petition to deny, objection, proceeding, investigation or other Legal Action, in each case, challenging this Agreement or the transactions contemplated hereby or that would otherwise have the effect of preventing prevent or materially delaying impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to avoid or eliminate any impediment under any Applicable Law, or any regulatory and operational authorizations and arrangements necessary to own or operate the assets of the Company and the Company Subsidiaries that may be asserted by any Governmental Entity (including the United States Department of Justice, Antitrust Division or the Federal Trade Commission) or other third party, (iii) use reasonable best efforts to cooperate with each other in (A) determining which material filings, submissions and declarations are required to be made prior to the Effective Time with, and which material consents, approvals, waivers, licenses, permits, franchises, certificates, registrations, variances, exemptions or authorizations, actions or non-actions, are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby, and (B) timely making all such filings, submissions and declarations and timely seeking all such consents, approvals, waivers, licenses, permits, franchises, certificates, registrations, variances, exemptions or authorizations, actions or non-actions, (iv) use reasonable best efforts to cause the conditions to the Merger set forth in ARTICLE IX to be satisfied as promptly as reasonably practicable and (v) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, and cooperate with each other in order to do, all other things necessary or appropriate to consummate the transactions contemplated hereby as soon as practicable. In additionconnection with the foregoing, the Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, or, as appropriate, each of CBS Parent’s counsel or the Company’s counsel, with copies of any material correspondence, filing or communication (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and Viacom agree any Governmental Entity or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. Prior to submitting or making any such material correspondence, filing or communication to any such Governmental Entity or members of their respective staffs, the parties shall first provide the other party or its counsel with a copy of such correspondence, filing or communication in draft form and give such other party a reasonable opportunity to discuss its content before it is submitted or filed with the relevant Governmental Entities, and shall consider and take account of all reasonable comments timely made by the other party with respect thereto. To the extent not prohibited by Applicable Law and to the extent permitted by the Governmental Entity, each of the parties shall ensure that the other party is given the opportunity to attend any substantive meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement. Notwithstanding the foregoing, in no event shall the Company or any of the Company Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration or incur any liability in connection with the transactions contemplated by this Agreement under any contract other than de minimis amounts or amounts that are advanced or reimbursed substantially simultaneously by Parent. (b) For purposes of this Section 8.5, “reasonable best efforts” shall include (i) defending, contesting and objecting to any claims, suits, petitions to deny, objections, proceedings, investigations or other Legal Actions, whether judicial or administrative and whether brought by a Governmental Entity or any third party challenging this Agreement or the transactions contemplated hereby or that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, (ii) executing settlements, undertakings, consent decrees, stipulations or other agreements, (iii) selling, divesting, holding separate or otherwise conveying any particular assets or categories of assets or businesses of Parent or its Affiliates, (iv) agreeing to sell, divest, hold separate or otherwise convey any particular assets or categories of assets or businesses of the Company or any Company Subsidiary contemporaneously with or subsequent to the Closing, (v) permitting the Company to sell, divest, hold separate or otherwise convey any particular assets or categories of assets or businesses of the Company or any Company Subsidiary prior to the Closing, (vi) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Parent or its Affiliates, (vii) agreeing to terminate, relinquish, modify or waive existing relationships, ventures, contractual rights, obligations or other arrangements of the Company or any Company Subsidiary contemporaneously with or subsequent to the Closing, (viii) creating any relationships, ventures, contractual rights, obligations or other arrangements of Parent or its Affiliates, (ix) agreeing to create any relationships, ventures, contractual rights, obligations or other arrangements of the Company or any Company Subsidiary contemporaneously with or subsequent to the Closing and (x) taking or committing to take promptly actions that after the Closing Date would limit the freedom of action of Parent or its Affiliates (including the Surviving Corporation) with respect to, or its or their ability to retain, one or more of its or their businesses, product lines or assets; provided, however, that the Company and the Company Subsidiaries shall not be required to take, and Parent and its Affiliates shall not take, any such actions contemplated in clauses (i) through (x) above which would bind the Company or the Company Subsidiaries in respect of any matter if the Closing does not occur. (c) Subject to the terms and all steps necessary conditions herein provided and without limiting the foregoing, each of the Company and Parent agrees (and shall cause their respective Subsidiaries, “ultimate parent entities” (as the term is defined under HSR Act pursuant to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority 16 C.F.R. § 801.1(a)(3)) (each, an "Order"“Ultimate Parent Entity”) relating and other Affiliates that are required by Applicable Law to antitrust be a party thereto or communications supply information or broadcast matters that documentary material in connection therewith) to file with the United States Department of Justice and the Federal Trade Commission its Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including the Merger, as soon as practicable and in any event within ten (10) Business Days after the date hereof (or such other period as may be agreed in writing by the parties) and to take (and to cause their respective Subsidiaries, Ultimate Parent Entities and other Affiliates to take) any other action as may be required by a Governmental Entity in order to (A) obtain all necessary consents, approvals, waivers, licenses, Permits, franchises, certificates, registrations, variances, exemptions and authorizations of, and actions or nonactions by, any Governmental Entity or other third party as promptly as reasonably possible, but in any event before the Outside Date, or (B) effect the expiration or termination of any waiting period, which would otherwise have the effect of making preventing or delaying the Closing beyond the Outside Date. (d) Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne by Parent or Merger Sub, as applicable. (e) Parent agrees that it shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) acquire or agree to acquire any assets or business or (ii) acquire or agree to acquire, or be acquired or agree to be acquired by, whether by merger, consolidation, by purchasing any portion of the assets of or equity in, or by any other manner, any business or any Person or division thereof owning, operating or otherwise controlling any assets or business, if the entering into of a definitive agreement relating thereto or the consummation of such acquisition, merger or consolidation could reasonably be expected to (A) delay (x) the expiration or termination of any applicable waiting period or (y) the obtaining, or increasing the risk of not obtaining, any consents, approvals, waivers, licenses, permits, franchises, certificates, registrations, variances, exemptions and authorizations of, or actions or nonactions by, any Governmental Entity necessary to consummate the transactions contemplated by this Agreement, (B) increase the risk of any Governmental Entity entering an Order prohibiting the transactions contemplated by this Agreement or (C) otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement.

Appropriate Action; Consents; Filings. (a) Each Subject to the terms and conditions of this Agreement, the parties hereto shall will cooperate with each other and use (iand will cause their respective Subsidiaries to use) make promptly its their respective filings, and thereafter make any other required submissions under the HSR Act with respect reasonable best efforts to consummate the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein by this Agreement and to cause the conditions to the Merger set forth in Article VII VI to be satisfiedsatisfied as promptly as reasonably practicable, (including using reasonable best efforts, and taking efforts to accomplish the following as promptly as reasonably practicable: (i) the obtaining of all actions necessary, to obtain all licenses, permitsor non-actions, consents, approvals, authorizationsregistrations, waivers, qualifications permits, authorizations, orders, expirations or terminations of waiting periods, and orders of other confirmations from any Governmental Authorities as Authority or other Person that are necessary for or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated hereinby this Agreement, including the Merger; (ii) the preparation and making of all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with Governmental Authorities) that are or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement, including the Merger; (iii) the taking of all steps as may be necessary, proper or advisable to obtain an approval from, or to avoid a Proceeding by, any Governmental Authority or other Person in connection with the consummation of the transactions contemplated by this Agreement, including the Merger; (iv) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed; and (v) the execution and delivery of any additional instruments that are or may become reasonably necessary, proper or advisable to 57 consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. Each of the parties hereto shall, in consultation and cooperation with the other parties and as promptly as reasonably practicable (and in no event later than ten (10) Business Days following the date that this Agreement is executed), make and will do so in a manner designed to obtain such regulatory clearance not withdraw (without the other parties’ consent) its respective filings under the HSR Act, and the satisfaction of such conditions thereafter make any other applications and filings as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or reasonably determined by the FCC or similar authority, so as Company and Parent under other applicable Antitrust Laws with respect to enable the parties to close the transactions contemplated by this Agreement as expeditiously promptly as possiblepracticable, including committing but in no event later than as required by Law. Parent shall pay all filing fees and other charges for the filings required under any Antitrust Law by the Company and Parent. Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of Parent, none of the Company or effecting, by consent decree, hold separate orders, trustany of its Subsidiaries or Affiliates will grant or offer to grant any accommodation or concession (financial or otherwise), or otherwisemake any payment, the sale to any third party in connection with seeking or disposition of obtaining its consent (such of its assets or businesses as are required consent not to be divested in order unreasonably withheld, conditioned or delayed) to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (cb) Each of Viacom In connection with and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third partieswithout limiting the efforts referenced in this Section 5.4, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each of the parties hereto will (i) furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings filings, submissions or submissions other documents; (ii) give the other reasonable prior notice of any such filing, submission or other document and, to the extent reasonably practicable, of any communication with or from any Governmental Authority regarding the transactions contemplated by this Agreement, and will permit the other to review and discuss in advance, and consider in good faith the views, and secure the participation, of the other in connection with any such filing, submission, document or communication; (iii) and cooperate in responding as promptly as reasonably practicable to any investigation or other inquiry from a Governmental AuthorityAuthority or in connection with any Proceeding initiated by a Governmental Authority or private party, including immediately informing the other party of any such inquiryinvestigation, inquiry or Proceeding, and consulting in advance before making any presentations or submissions to a Governmental Authority, or, in connection with any Proceeding initiated by a private party, to any other Person. In addition, each of the parties hereto will give reasonable prior notice to and supplying each consult with the other in advance of any meeting, conference or substantive communication with any Governmental Authority, or, in connection with any Proceeding by a private party, with any other Person, and to the extent not prohibited by applicable Law or by the applicable Governmental Authority or other Person, and to the extent reasonably practicable, not participate or attend any meeting or conference, or engage in any substantive communication, with any Governmental Authority or such other Person in respect of the transactions contemplated by this Agreement without the other party, and in the event one party is prohibited from, or unable to participate, attend or engage in, any such meeting, conference or substantive communication, keep such party apprised with respect thereto. Each party shall furnish to the other copies of all material correspondencesubstantive filings, filings or submissions, correspondence and communications between either party it and its Affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of any Governmental Authority’s staff (or any other Person in connection with any Proceeding initiated by a private party), on the other hand, with respect to the transactions contemplated by this Agreement. Each party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material,” and also may redact the material as necessary to (A) remove personally sensitive information; (B) remove references concerning valuation, (C) comply with contractual arrangements, (D) address legal privilege or other confidentiality concerns, or (E) comply with applicable Law. (c) The parties shall consult with each other with respect to obtaining all permits and Consents necessary to consummate the transactions contemplated by this Agreement, including the Merger. (d) Notwithstanding anything in this Agreement to the contrary, none of Parent or any of its Affiliates shall be required to agree to or proffer to sell, divest, lease, license, transfer, dispose of or otherwise encumber or impair Parent’s or any of its Affiliates’ ability to own or operate any assets or properties of Parent or any of its Affiliates (including for the avoidance of doubt, any equity or other interests in the Company) or any assets or properties of the Company or any of its Affiliates if such action would require the divestiture or holding separate (or any other remedy) of or with respect to any assets of Parent, the Company or any of their Affiliates or Subsidiaries representing, in the aggregate, more than $175,000,000 of annual revenue generated between January 1, 2015 and December 31, 2015. (e) Parent and Merger Sub agree that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.1, each of Parent and Merger Sub shall not, and shall ensure that none of their Subsidiaries shall, consummate, or enter into any agreement providing for, any acquisition, divestiture or merger that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall (iand shall cause each of their applicable Affiliates and Subsidiaries to) make promptly use its respective filingsreasonable best efforts to take, or cause to be taken, all actions, and thereafter make any to do, or cause to be done, and to assist and cooperate with the other required submissions under the HSR Act with respect parties in doing, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated herein and by this Agreement. Without limiting the foregoing, each of the parties agrees to use its respective reasonable best efforts to (iii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger Closing set forth in Article VII to be satisfiedsatisfied as promptly as practicable, (including using best efforts, and taking all actions necessary, to ii) obtain all licenses, permits, necessary consents, approvals, authorizationsorders, waivers, qualifications findings of suitability and orders of authorizations of, actions or nonactions by, any Governmental Authorities as are Authority necessary for in connection with the consummation of the transactions contemplated herein)by this Agreement, and will do so make all necessary registrations, declarations and filings with, and notices to, any Governmental Authorities (including in a manner designed connection with the Venezuela Approval) (collectively, the “Governmental Approvals”) and take all reasonable steps as may be necessary to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry ofan approval from, or to effect the dissolution ofavoid a suit, any decreeaction, orderproceeding or investigation by, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have other Persons necessary in connection with the effect of making any consummation of the transactions contemplated by this Agreement illegal and (iii) execute and deliver any additional instruments necessary to consummate the transactions to be performed or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion consummated by such party in the FCC filings and will expeditiously make such filings (including such agreed plan) accordance with the FCC following terms of this Agreement and to carry out fully the date purposes of this Agreement. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require Buyer or any of its Affiliates, or permit HNR or any of its Subsidiaries (without the prior written consent of Buyer, such consent, not to be unreasonably withheld), to (x) litigate with any Government Authority or any other Person in connection with the transactions contemplated by this Agreement, (y) agree to (A) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of the capital stock of HVDH, Buyer, Petrodelta or any of their respective Subsidiaries or of any of such entities’ businesses, assets or properties, (B) the imposition of any limitation on the ability of HVDH, Buyer, Petrodelta or any of their respective Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses, or (C) the imposition of any impediment on HVDH, Buyer, Petrodelta or any of their respective Subsidiaries under any Laws or otherwise or (z) pay any amounts or otherwise agree to provide any benefit or undertaking to be subject to any limitation or restriction to any Governmental Authority or any other Person other than in respect of customary and established filing fees and other payments required as of the date hereof by applicable Law as set forth on Section 6.3(a) of the Seller Disclosure Schedule in connection with any Governmental Approval. (b) Without limiting the generality of the Section 6.3(a), HNR and Seller shall, as promptly as reasonably practicable, but in any event, within five (5) Business Days following the receipt of written instruction from Buyer, prepare and submit any written applications or other materials to the Ministerio del Poder Popular de Petróleo y Minería or other relevant Governmental Authorities as Buyer may reasonably request in order to obtain the Venezuela Approval for the transactions contemplated by this Agreement. Subject to the last sentence of Section 6.3(a) and the preceding provisions of this Section 6.3(b), each of HNR, Seller and Buyer agrees (i) to file all notifications, applications or other submissions required in connection with the Venezuela Approval with respect to this Agreement and the transactions contemplated hereby, as promptly as reasonably practicable, (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by any applicable Governmental Authority in connection with the Venezuela Approval pursuant to any applicable Law, and (iii) to use its reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable consistent with, and subject to, the other provisions of this Section 6.3, to cause the granting of the Venezuela Approval as promptly as reasonably practicable. Subject to the last sentence of Section 6.3(a) and the preceding provisions of Section 6.3(b), each of Buyer, on the one hand, and HNR and Seller, on the other hand, shall use reasonable best efforts in respect of the Venezuela Approval to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party. Without limiting the foregoing, none of HNR, Seller or their Affiliates or Representatives shall make any written or oral filing, notification, application or other submission to the Governmental Authorities in or of Venezuela or in connection with the Venezuela Approval without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In furtherance and not in limitation of the covenants of the parties contained in Section 6.3(a) and Section 6.3(b), and subject to the last sentence of Section 6.3(a), if any objections are asserted or if any suit is instituted (or threatened to be instituted) by any Governmental Authority challenging any of the transactions contemplated hereby as violative of any Law or which would otherwise prevent, impede or delay the consummation of the transactions contemplated hereby, each of Buyer, HNR and Seller shall, subject to the other provisions of this Section 6.3 (including the last sentence of Section 6.3(a)), use reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, to the extent not expressly prohibited by applicable Law, Buyer shall have the right to lead and control, in its sole discretion, all discussions, submissions and other communications with all Governmental Authorities in or of Venezuela with respect to the this Agreement and the transactions contemplated hereby, and without limiting the generality of the foregoing, (i) Buyer shall have the right, to the extent permitted by the applicable Governmental Authority, to conduct discussions and other communications with such Governmental Authorities without the participation of Seller or any of its Affiliates or Representatives, (ii) unless expressly permitted in writing by Buyer, Seller shall not and shall not permit any of its Affiliates or Representatives to make any submission to or to initiate or engage in any discussions or communications with respect to this Agreement and the transactions contemplated hereby with any such Governmental Authority, except to the extent required by applicable Law or requested by the applicable Governmental Authority and (iii) to the extent Seller is required by applicable Law or requested by the applicable Governmental Authority to engage in discussions or communications with such Governmental Authority with respect to the this Agreement and the transactions contemplated hereby, Seller shall (if practicable and if permitted to do so by such Governmental Authority) inform Buyer of such discussion or communications and give Buyer and its Affiliates and Representatives the opportunity to attend and participate in such discussions or communications. In connection with the actions and procedures referenced in this Section 6.3 and without limiting the rights and obligations of the immediately preceding sentence, each of HNR, Seller and Buyer shall, and shall cause its Representatives to: (x) promptly and fully inform each other of any written or material oral communication received from or given to any Governmental Authority, (y) permit each other to review any submission required to be made to any Governmental Authority, and (z) consult with each other in advance of any meeting, conference or material discussion required by any Governmental Authority, in each case, to the extent related to this Agreement and the transactions contemplated hereby. (d) None of HNR, Seller or Buyer shall consent to any voluntary delay of the Closing at the behest of any Governmental Authority without the consent of the other, which consent shall not be unreasonably withheld, delayed or conditioned. Each of Viacom Buyer, HNR and CBS Seller shall, subject to the last sentence of Section 6.3(a), use reasonable best efforts to ensure that no action taken by such party or any of its Subsidiaries, including acquiring or making any investment in any corporation, partnership, limited liability company or other business organization or any division or assets thereof, causes a material delay in the satisfaction of the conditions contained in Article VII. (e) Subject to the last sentence of Section 6.3(a), each of Buyer, HNR and Seller shall give (or shall cause its their respective subsidiaries Subsidiaries to give) any notices to third partiesThird Parties, and Viacom and CBS shall use, and cause each of its subsidiaries their respective Subsidiaries to use, its their reasonable best efforts to obtain any third party consents, Third Party consents (other than the Governmental Approvals) (i) necessary, proper or advisable to consummate the Merger. transactions contemplated by this Agreement or (ii) disclosed in the Seller Disclosure Schedule or the Buyer Disclosure Schedule, as applicable. (f) Each of HNR and Buyer hereby irrevocably waives its rights and obligations pursuant to Section 6.9 of the parties hereto will furnish Securities Purchase Agreement to the other extent that such necessary information rights and reasonable assistance as obligations are in conflict with or would otherwise prohibit either HNR or Buyer from entering into this Agreement or the other may request in connection with Related Agreements or consummating the preparation Sale of any required governmental filings or submissions Subject Shares and will cooperate in responding related transactions contemplated by this Agreement to any inquiry from occur at the Closing. Without limiting the foregoing, each of HNR, Seller and Buyer agrees and acknowledges that the Sale of Subject Shares constitutes a Governmental Authority, including immediately informing “change of control” under the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this HVDH Shareholders’ Agreement.

Appropriate Action; Consents; Filings. (a) Each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions submissions, under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications Transactions. In addition, the parties shall notify this Agreement to the FCC with respect to European Community Commission and request a negative clearance or an exemption under Article 81 of the transactions contemplated hereinTreaty of Rome. The parties hereto will use their respective best efforts, and will take all actions necessary, efforts to consummate and make effective the transactions contemplated herein Transactions and to cause the conditions to the Merger Transactions set forth in Article VII to be satisfied, satisfied (including using best efforts, and taking all actions necessary, efforts to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated hereinTransactions), . Fiat and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom General Motors each agree to take promptly any and all steps necessary use their best efforts to avoid or eliminate each and every any impediment and obtain all consents or waivers under any antitrust, antitrust or competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authorityGovernmental Authority, so as to enable the parties to close the transactions contemplated by Transactions. In addition, each of Fiat and General Motors agree to use their best efforts to obtain any consent or to vacate or lift any Order relating to antitrust or competition Law matters that would have the effect of making any of the Transactions illegal or otherwise prohibiting or materially delaying their consummation. In the event a Governmental Authority with applicable jurisdiction imposes any limitations on this Agreement as expeditiously as possibleor the Joint Venture Agreements or the Credit Cooperative Agreement, including committing the parties will implement those limitations to the extent necessary to comply with the requirements of such Governmental Authority, subject to the provisions of Section 8.02(c) hereof with respect to the sale of the Offered Shares; provided, however, that to the extent that any such limitation shall have a material adverse effect on the synergy value of any particular Joint Venture or effectingthe Credit Cooperative proposed to be established under this Agreement, by consent decreeeither party may elect to cease implementation of such Joint Venture or the Credit Cooperative without otherwise affecting the overall validity of the Cooperative Arrangement, hold separate ordersthe terms and conditions of this Agreement, trustthe other continuing Joint Venture Agreements or, or otherwiseif continuing, the Credit Cooperative Agreement. In addition to the foregoing, in the event Fiat delivers a Put Notice pursuant to Section 8.03 hereof, General Motors shall commit to effect the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, Order that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom Put Closing; provided that General Motors shall not be required to agree to take promptly any divest assets or operations of General Motors or Fiat Auto which are required to be divested by a Governmental Authority as a condition to obtaining necessary approvals under applicable antitrust and all steps necessary to obtain any consent competition laws, or to vacate effect the dissolution of any such Order, if (A) such assets or lift operations constitute all or substantially all the assets or operations of (i) General Motors located in Europe, (ii) General Motors located in Latin America, or (iii) Fiat Auto (unless, in any ordersuch case, writthe divestiture requirement is reasonably regarded to arise out of, judgmentor be principally due to, injunction, decree, stipulation, determination one or award entered more acquisitions consummated by General Motors after the Closing Date) or with any Governmental Authority (each, an "Order"B) relating the divestiture requirement is reasonably regarded to antitrust arise out of or communications be principally due to one or broadcast matters that would have more acquisitions consummated by Fiat after the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this AgreementClosing Date. (cb) Each of Viacom Fiat and CBS General Motors shall give (or shall cause its respective subsidiaries Subsidiaries to give) any notices to third parties, and Viacom Fiat and CBS General Motors shall use, and cause each of its subsidiaries Subsidiaries to use, its commercially reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the MergerTransactions. Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either any party and any Governmental Authority with respect to this Agreement.

Appropriate Action; Consents; Filings. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and use its reasonable best efforts to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things consistent with applicable Laws and reasonably necessary, proper or advisable to consummate, as promptly as practicable, the Transactions, and none of the Parties shall take any action or omit to take any action that would or would reasonably be expected to prevent, impair, make illegal or materially delay the Closing unless such action or omission is required by applicable Laws. Without limiting the foregoing, each of the Parties agrees to use its respective reasonable best efforts to: (i) make promptly its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the Closing conditions to the Merger set forth in Article VII IX to be satisfied, satisfied as promptly as practicable, (including using best efforts, and taking all actions necessary, to ii) obtain all necessary Regulatory Approvals, (iii) obtain all necessary licenses, permits, consents, approvals, authorizationsregistrations, qualifications, Orders, waivers, qualifications finding of suitability and orders of authorizations of, actions or nonactions by, any Governmental Authorities as are Authority or any third party necessary for in connection with the consummation of the transactions contemplated herein)by this Agreement, (iv) make all necessary applications, registrations, declarations and filings with, and will do so in a manner designed notices to, any Governmental Authorities and take all reasonable steps as may be necessary to obtain such regulatory clearance and all approvals from, or to avoid any suit, action, Proceeding or investigation by, any Governmental Authority or other Persons necessary in connection with the satisfaction consummation of such conditions as expeditiously as possible.the transactions contemplated by this Agreement, (bv) CBS to the extent named as a defendant, defend any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (vi) in the case of JD Group, JD Finance, Suqian Limao and Viacom each agree their respective Subsidiaries only, have vacated, lifted, reversed or overturned any Order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement; provided , that in no event shall JD Group, JD Finance, Suqian Limao or any of their Subsidiaries be required to take promptly pay or to commit to, prior to the Closing, any and all steps necessary fee, penalty or other consideration to avoid obtain any consent, approval, Order, waiver or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close authorization in connection with the transactions contemplated by this Agreement as expeditiously as possible, including committing under any Contract other than filing fees required and de minimis amounts and customary filing fees payable to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement.Authorities; and

Appropriate Action; Consents; Filings. (a) Each of Upon the parties hereto terms and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each use their respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make promptly its respective effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by Buyer, Seller or any of Buyer’s Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other required submissions submissions, with respect to this Agreement required under the HSR Act with respect to and under any other applicable Law; (iv) avoid the transactions contemplated herein and (ii) make promptly filings with entry of, or applications to have vacated or terminated, any Order that would restrain, prevent or delay the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsClosing, and will take all actions necessaryincluding, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfiedwithout limitation, (including using best effortsdefending any lawsuits or other legal proceedings, and taking all actions necessarywhether judicial or administrative, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for challenging this Agreement or the consummation of the transactions contemplated herein)hereby; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other parties to this Agreement, and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possiblewhich consent shall not be unreasonably withheld, conditioned or delayed. (b) CBS In furtherance of the foregoing, to the extent not filed prior to the date hereof, the parties hereto shall cooperate with each other and Viacom shall use their respective reasonable best efforts to (i) file required Notification and Report Forms under the HSR Act with the United States Federal Trade Commission and the United States Department of Justice and (ii) obtain those Consents of Governmental Entities set forth in Section 4.5(b)(ii) of the Disclosure Letter, in each case, as soon as practicable following the date of this Agreement, but in no event later than five (5) Business Days from and after the date hereof, and shall respond as promptly as practicable to all requests or inquiries for additional documentation or information that may be requested pursuant such filings. Buyer will pay all filing fees to any Governmental Entity in connection with any required Consent of any Governmental Entity. (c) Notwithstanding Section 7.2(a), (i) without the prior written consent of Buyer, Seller shall not take, or agree to take, any action that would be binding on the Company or any Company Subsidiary after the Closing, (ii) without the prior written consent of Seller, Buyer shall not take, or agree to take, any action that would be binding on the Company or any Company Subsidiary prior to the Closing. (d) Without limiting this Section 7.2, Buyer agrees to take promptly any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition merger control, competition, or communications or broadcast trade regulation Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as Governmental Entity with respect to enable the parties to close the transactions contemplated by this Agreement so as expeditiously to enable the Closing to occur as soon as reasonably possible, including including, without limitation, proposing, negotiating, committing to or effectingto, and effecting by consent decree, hold separate orders, trustorder, or otherwise, the sale sale, divestiture, licensing, or disposition of such of its assets or businesses of Buyer (or its Subsidiaries or other Affiliates), the Company or any Company Subsidiary, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or Affiliates’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines, or assets of Buyer (or its Subsidiaries or other Affiliates), the Company or any Company Subsidiary, in each case, as are may be required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order order, or other order in any suit or proceeding, proceeding that would otherwise have the effect of preventing or materially delaying the Closing. (e) Subject to applicable legal limitations and instructions of any Governmental Entity, each party to this Agreement shall promptly notify the other party of any written communication it or any of its Affiliates receives from any Governmental Entity relating to the matters that are the subject of this Agreement and permit the other party a reasonable opportunity to review in advance any proposed substantive communication by such party to any Governmental Entity. To the extent practicable under the circumstances, none of the parties to this Agreement shall agree to participate in any substantive meeting with any Governmental Entity in respect of any filings, investigation (including any settlement of the investigation), Litigation or other inquiry unless it consults with the other party in advance and, where permitted, allows the other party to participate. Subject to applicable legal limitations and instructions of any Governmental Entity, the parties to this Agreement will: (i) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with its communications with any Governmental Entity, (ii) provide each other with copies of all written correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Entity or members of such Governmental Entity’s staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and (iii) prior to submitting any substantive and material written communication to any Governmental Entity, permit the other parties and their counsel a reasonable opportunity to review in advance, and consider in good faith the views of the other party provided in a timely manner, in connection with, any such communication; provided, however, that materials may be redacted as necessary (x) to comply with contractual obligations or restrictions, (y) to address reasonable attorney-client or other privilege or confidentiality concerns, and (z) to protect the confidentiality of competitively sensitive information. (f) Without limiting this Section 7.2, each of the parties hereto shall use their respective reasonable best efforts to obtain all material Consents required to be obtained by such party from any third party (other than any Governmental Entity to the extent otherwise addressed in this Section 7.2) prior to the Closing in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. In additionNotwithstanding the foregoing, each of CBS and Viacom agree neither Seller nor the Company or the Company Subsidiaries shall have any obligation to take promptly pay any and all steps necessary material fee to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper for the purpose of obtaining any such Consent or advisable to consummate the Merger. Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation any costs or expenses of any required governmental filings or submissions and will cooperate in responding to any inquiry such third party resulting from a Governmental Authority, including immediately informing the other party process of obtaining such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this AgreementConsents.

Appropriate Action; Consents; Filings. (a) Each of the parties hereto shall (i) make promptly its respective filingsGalenica, Purchaser and thereafter make any other required submissions under the HSR Act with respect Relypsa have agreed to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best efforts, and taking all actions necessary, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party consentsor parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and each of the other transactions contemplated by Merger Agreement, including using reasonable best efforts to: • cause the Offer Conditions and the conditions to the Merger to be satisfied as promptly as practicable after the date of the Merger Agreement, • obtain, as promptly as practicable after the date of the Merger Agreement, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from governmental authorities and make all necessary registrations, declarations, notifications and filings with governmental authorities that are necessary to consummate the Offer and the Merger. Each , • resist, contest, appeal and remove any legal proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, restricts or restrains the consummation of the parties hereto will furnish transactions contemplated by the Merger Agreement, and • at the written request of Galenica, obtain all necessary or appropriate consents, waivers and approvals under any material contracts to the other such necessary information and reasonable assistance as the other may request which Relypsa or any of its subsidiaries is a party in connection with the preparation Merger Agreement and the consummation of the transactions contemplated thereby. Both Galenica and Relypsa have agreed, on behalf of themselves and their respective affiliates, that, between the date of the Merger Agreement and the Effective Time, neither Galenica nor Relypsa will, and neither Galenica nor Relypsa will cause their respective affiliates to, directly or indirectly, (a) acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any third party or division or part thereof, or any securities or collection of assets, if doing so would or would reasonably be expected to result in any material delay in obtaining, or materially increase the risk of not obtaining, any consent or approval of any governmental body required in connection with the transactions contemplated by the Merger Agreement or would otherwise reasonably be expected to restrict, prevent, prohibit, impede or materially delay the Offer, the Merger or any other transaction contemplated by the Merger Agreement, or (b) take or agree to take any other action that would result in any material delay in obtaining, or materially increase the risk of not obtaining, any consent or approval of any governmental filings body required in connection with the transactions contemplated by the Merger Agreement or submissions and will cooperate in responding would otherwise reasonably be expected to restrict, prevent, prohibit, impede or materially delay the Offer, the Merger or any inquiry from a Governmental Authority, including immediately informing other transaction contemplated by the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Merger Agreement.

Appropriate Action; Consents; Filings. (a) Each of Upon the parties hereto terms and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in this Section 7.2), Buyer and Seller shall each use their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make promptly its effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or Orders required to be obtained by Buyer, Seller or any of their respective Affiliates in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all necessary registrations and filings, and thereafter make any other required submissions submissions, with respect to this Agreement required under the HSR Act with respect to and under any other Regulatory Law and any other applicable Law; (iv) avoid the transactions contemplated herein and (ii) make promptly filings with entry of, or applications to have vacated or terminated, any Order that would restrain, prevent or delay the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsClosing, and will take all actions necessaryincluding, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfiedwithout limitation, (including using best effortsdefending any lawsuits or other legal proceedings, and taking all actions necessarywhether judicial or administrative, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for challenging this Agreement or the consummation of the transactions contemplated herein)hereby; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party to this Agreement, and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possiblewhich consent shall not be unreasonably withheld, conditioned or delayed. (b) CBS In furtherance of the foregoing, to the extent not filed prior to the date hereof, the parties hereto shall cooperate with each other and Viacom shall use their respective reasonable best efforts to (i) file required Notification and Report Forms under the HSR Act with the United States Federal Trade Commission and the United States Department of Justice no later than five (5) Business Days from the date hereof, and (ii) obtain those Consents of Governmental Entities set forth in Section 4.5(b)(ii) of the Disclosure Letter, in each case, as soon as practicable following the date of this Agreement, and shall respond as promptly as practicable to all requests or inquiries for additional documentation or information that may be requested pursuant to such filings. Buyer will pay all filing fees to any Governmental Entity in connection with any required Consent of any Governmental Entity. (c) Notwithstanding Section 7.2(a), (i) without the prior written consent of Buyer, Seller shall not take, or agree to take, any action in connection with the matters set forth in this Section 7.2 that would be binding on the Company or any Company Subsidiary after the Closing, and (ii) without the prior written consent of Seller, Buyer shall not take, or agree to take, any action in connection with the matters set forth in this Section 7.2 that would be binding on the Company or any Company Subsidiary prior to the Closing (d) Without limiting this Section 7.2, Buyer agrees to take promptly any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition merger control, competition, or communications or broadcast trade regulation Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as Governmental Entity with respect to enable the parties to close the transactions contemplated by this Agreement so as expeditiously to enable the Closing to occur as soon as reasonably possible, including including, without limitation, proposing, negotiating, committing to or effectingto, and effecting by consent decree, hold separate orders, trustorder, or otherwise, the sale sale, divestiture, licensing, or disposition of such of its assets or businesses of the Company or any Company Subsidiary, or otherwise taking or committing to take actions that limit the Company’s or the Company Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines, or assets of the Company or any Company Subsidiary, in each case, as are may be required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order order, or other order in any suit or proceeding, proceeding that would otherwise have the effect of preventing or materially delaying the Closing; provided, however, that nothing in this Section 7.2 shall require Buyer to take any steps or to make any undertakings that would (i) adversely affect the Company and the Company Subsidiaries in any material respect, or (ii) require Buyer to propose, negotiate, commit to, or effect by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing, or disposition of such assets or businesses of Buyer or its Subsidiaries (not including the Company and the Company Subsidiaries), or otherwise to take or commit to take actions that limit Buyer’s freedom of action with respect to, or its ability to retain, any of the business, product lines, or asset of Buyer or its Subsidiaries (not including the Company and the Company Subsidiaries). (e) Subject to applicable legal limitations and instructions of any Governmental Entity, each party to this Agreement shall promptly notify the other party of any written communication it or any of its Affiliates receives from any Governmental Entity relating to the matters that are the subject of this Agreement and permit the other party a reasonable opportunity to review in advance any proposed substantive communication by such party to any Governmental Entity. Prior to the Closing, neither Buyer nor any of its Affiliates nor any of their respective Representatives shall contact, communicate with, submit any documentation to, or make any filing with any Governmental Entity in connection with any of the transactions contemplated hereby without the prior written consent of Seller. To the extent practicable under the circumstances, none of the parties to this Agreement shall agree to participate in any substantive meeting with any Governmental Entity in respect of any filings, investigation (including any settlement of the investigation), Litigation or other inquiry unless it consults with the other party in advance and, where permitted, allows the other party to participate. Subject to applicable legal limitations and instructions of any Governmental Entity, the parties to this Agreement will: (i) coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with its communications with any Governmental Entity, (ii) provide each other with copies of all written correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Entity or members of such Governmental Entity’s staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and (iii) prior to submitting any substantive written communication to any Governmental Entity, permit the other party and its counsel a reasonable opportunity to review such communication in advance, and consider in good faith the views of the other party provided in a timely manner in connection with such communication; provided, however, that materials may be redacted as necessary (x) to comply with contractual obligations or restrictions, (y) to address reasonable attorney-client or other privilege or confidentiality concerns, and (z) to protect the confidentiality of competitively sensitive information. (f) Without limiting this Section 7.2, each of the parties hereto shall use their respective reasonable best efforts to obtain all material Consents required to be obtained by such party from any third party (other than any Governmental Entity to the extent otherwise addressed in this Section 7.2) prior to the Closing in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. In additionNotwithstanding the foregoing, each neither Seller, the Company nor the Company Subsidiaries shall have any obligation to pay any material fee to any such third party for the purpose of CBS obtaining any such Consent or any costs or expenses of any such third party resulting from the process of obtaining such Consents. (g) During the period beginning on the date of this Agreement and Viacom continuing until the earlier of the Closing or the termination of this Agreement pursuant to Article IX in accordance with its terms, neither Buyer, on the one hand, nor Seller, the Company or any Company Subsidiary, on the other hand, shall acquire or agree to take promptly acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, any and all steps necessary to obtain business or any consent corporation, partnership, association or to vacate other business organization or lift any orderdivision thereof, writif the entering into of a definitive agreement relating to, judgmentor the consummation of, injunctionsuch acquisition, decree, stipulation, determination merger or award entered by or with consolidation would reasonably be expected to: (i) materially increase the risk of any Governmental Authority Entity seeking or entering an order prohibiting the consummation of the transactions contemplated by this Agreement; (eachii) materially increase the risk of not being able to remove any such order on appeal or otherwise; or (iii) otherwise prevent the consummation of the transactions contemplated by this Agreement. (h) Notwithstanding anything contained in this Agreement to the contrary, an "Order"if all the conditions to consummation of the transactions contemplated hereby set forth in Article VIII hereof (other than those conditions which, by their nature, are to be satisfied at the Closing) relating have been satisfied on or before December 15, 2020, or are otherwise reasonably expected to antitrust be satisfied on or communications or broadcast matters that would have before December 31, 2020, other than the effect consents and approvals set forth in Section 8.1(b) of making any the Disclosure Letter, then the parties shall cooperate in good faith and use their respective reasonable best efforts to modify the structure of the transactions contemplated by this Agreement illegal by restructuring or otherwise prohibiting reorganizing the applicable Company Subsidiaries in such a manner as would allow the Closing to occur on or before December 31, 2020 notwithstanding the failure to receive such consents; provided that the parties shall not be required to take any action that would reasonably be expected to materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in affect the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each operations of the parties hereto will furnish to Company and the other such necessary information and reasonable assistance Company Subsidiaries, taken as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreementwhole.

Appropriate Action; Consents; Filings. (a) Each of Subject to the parties hereto shall terms and conditions herein provided, the Company, Parent and Parent’s Affiliates, including Merger Sub, shall, without limiting the proviso to Section 8.5(b), (i) make promptly its respective filingsuse reasonable best efforts to take all steps reasonably necessary, and thereafter make any other required submissions under the HSR Act with respect to the transactions contemplated herein proceed diligently and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsin good faith, and will take all actions necessaryobtain as promptly as reasonably practicable any necessary consents, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfiedapprovals, (including using best effortswaivers, and taking all actions necessary, to obtain all licenses, permits, consentsfranchises, approvalscertificates, authorizationsregistrations, waiversvariances, qualifications exemptions and orders of authorizations of, and actions or nonactions by, and make as promptly as practicable all necessary filings, submissions and declarations with, any Governmental Authorities as are Entity or other third party necessary for in connection with the consummation of the transactions contemplated herein)by this Agreement, including, if applicable, requesting expedited treatment for any such filings, submissions and declarations, (ii) use reasonable best efforts to (A) avoid a claim, suit, petition to deny, objection, proceeding, investigation or other action, whether judicial or administrative and whether brought by a Governmental Entity or other third party, and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (bB) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decreeinjunction, order, judgment, injunctionstay, temporary restraining order or other order in any suit or such claim, suit, petition to deny, objection, proceeding, investigation or other action, in each case, challenging this Agreement or the transactions contemplated hereby or that would otherwise have the effect of preventing prevent or materially delaying impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to avoid or eliminate any impediment under any Applicable Law, or any regulatory and operational authorizations and arrangements necessary to own or operate the assets of the Company and the Company Subsidiaries that may be asserted by any Governmental Entity (including the United States Department of Justice, Antitrust Division, the Federal Trade Commission or FERC) or other third party, (iii) use reasonable best efforts to cooperate with each other in (A) determining which filings, submissions and declarations are required to be made prior to the Effective Time with, and which consents, approvals, waivers, licenses, permits, franchises, certificates, registrations, variances, exemptions or authorizations, actions or non-actions, are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby and (B) timely making all such filings, submissions and declarations and timely seeking all such consents, approvals, waivers, licenses, permits, franchises, certificates, registrations, variances, exemptions or authorizations, actions or non-actions, (iv) use reasonable best efforts to cause the conditions to the Merger set forth in Article IX to be satisfied as promptly as reasonably practicable and (v) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, and cooperate with each other in order to do, all other things necessary or appropriate to consummate the transactions contemplated hereby as soon as practicable. In additionconnection with the foregoing and to the extent not prohibited by Applicable Law, the Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of any material correspondence, filing or communication between such party or any of its Representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby. Prior to submitting or making any such correspondence, filing or communication to any such Governmental Entity or members of their respective staffs, the parties shall, to the extent not prohibited by Applicable Law, first provide the other party with a copy of such correspondence, filing or communication in draft form and give such other party a reasonable opportunity to discuss its content before it is submitted or filed with the relevant Governmental Entities, and shall consider and take account of all reasonable comments timely made by the other party with respect thereto. To the extent not prohibited by Applicable Law, each of CBS the parties shall ensure that the other party is given the opportunity to attend any meetings with or other appearances before any Governmental Entity with respect to the transactions contemplated by this Agreement. Notwithstanding the foregoing, in no event shall the Company or any of the Company Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration or incur any liability in connection with the transactions contemplated by this Agreement under any Contract other than de minimis amounts or amounts that are advanced or reimbursed substantially simultaneously by Parent. (b) For purposes of this Section 8.5, “reasonable best efforts” shall include (i) vigorously defending, contesting and Viacom agree objecting to any claims, suits, petitions to deny, objections, proceedings, investigations or other actions, whether judicial or administrative and whether brought by a Governmental Entity or any third party challenging this Agreement or the transactions contemplated hereby or that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement, (ii) executing settlements, undertakings, consent decrees, stipulations or other agreements, (iii) selling, divesting, holding separate or otherwise conveying any particular assets or categories of assets or businesses of Parent or its Affiliates, (iv) agreeing to sell, divest, hold separate or otherwise convey any particular assets or categories of assets or businesses of the Company or any Company Subsidiary contemporaneously with or subsequent to the Closing, (v) permitting the Company to sell, divest, hold separate or otherwise convey any particular assets or categories of assets or businesses of the Company or any Company Subsidiary prior to the Closing, (vi) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Parent or its Affiliates, (vii) agreeing to terminate, relinquish, modify or waive existing relationships, ventures, contractual rights, obligations or other arrangements of the Company or any Company Subsidiary contemporaneously with or subsequent to the Closing, (viii) creating any relationships, ventures, contractual rights, obligations or other arrangements of Parent or its Affiliates, (ix) agreeing to create any relationships, ventures, contractual rights, obligations or other arrangements of the Company or any Company Subsidiary contemporaneously with or subsequent to the Closing, (x) taking or committing to take promptly actions that after the Closing Date would limit the freedom of action of Parent or its Affiliates (including the Surviving Corporation) with respect to, or its or their ability to retain, one or more of its or their businesses, product lines or assets and (xi) taking any other action as may be required by a Governmental Entity in order to (A) obtain all necessary consents, approvals, waivers, licenses, permits, franchises, certificates, registrations, variances, exemptions and all steps necessary to obtain any consent or to vacate or lift any orderauthorizations of, writand actions and non-actions by, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority Entity or other third party as promptly as reasonably possible, but in any event before the Outside Date, or (eachB) effect the expiration or termination of any waiting period, an "Order") relating to antitrust or communications or broadcast matters that which would otherwise have the effect of making preventing or delaying the Closing beyond the Outside Date; provided, however, that the Company and the Company Subsidiaries, Parent and its Affiliates shall not be required to take any such actions contemplated in clauses (i) through (xi) above which would (1) bind the Company or the Company Subsidiaries in respect of any matter if the Closing does not occur, (2) require Parent, its Affiliates, the Company or the Company Subsidiaries to, or to agree to, sell, divest, hold separate or otherwise convey any material portion of the Geysers Assets, taken as a whole, contemporaneously with or subsequent to the Closing, (3) require Parent, its Affiliates, the Company or the Company Subsidiaries to, or to agree to, terminate, relinquish, modify or waive existing material relationships, ventures, contractual rights, obligations or other material arrangements relating to the Geysers Assets or (4) otherwise adversely affect Parent’s ability to own or operate the Geysers Assets in any material respect. (c) Subject to the terms and conditions herein provided and without limiting the foregoing, each of the Company and Parent agrees (and shall cause their respective Subsidiaries and Affiliates that are required by Applicable Law to be a party thereto or supply information or documentary material in connection therewith) to: (i) file with the United States Department of Justice and the Federal Trade Commission its Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement, including the Merger, as soon as practicable and in any event within ten (10) Business Days after the date hereof (or such other period as may be agreed in writing by the parties); (ii) file with FERC such filings as are required to be made with respect to the FERC Approval; and (iii) file with the applicable Governmental Entities such other filings, submissions and declarations as are required to be made with respect to the approvals set forth in Section 5.5(a) of the Company Disclosure Letter that are required in advance of Closing, in each case of clauses (ii) and (iii), no later than thirty (30) days after the date of this Agreement (or such other period as may be agreed in writing by the parties). (d) Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne by Parent or Merger Sub, as applicable. (e) Parent agrees to take the actions set forth in Section 8.5(e) of the Parent Disclosure Letter and that it shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) acquire or agree to acquire any assets or business or (ii) acquire or agree to acquire, or be acquired or agree to be acquired by, whether by merger, consolidation, by purchasing any portion of the assets of or equity in, or by any other manner, any business or any Person or division thereof owning, operating or otherwise controlling any assets or business, if the entering into of a definitive agreement relating thereto or the consummation of such acquisition, merger or consolidation would reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, necessary, proper or advisable to consummate the Merger. Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Authority, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement.

Appropriate Action; Consents; Filings. (a) Each Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those set forth in paragraphs (c) and (d) of the parties hereto this Section 7.1), Buyer and Sellers shall each use their best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by Buyer, Sellers or any of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) promptly its respective make all necessary or advisable registrations and filings, and thereafter make any other required submissions submissions, with respect to this Agreement required or advisable under (A) the HSR Act with respect to the transactions contemplated herein and any applicable non-U.S. merger control or competition Laws and (iiB) make promptly filings with any other applicable Law; (iv) avoid the entry of, or applications to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsClosing, and will take all actions necessaryincluding, to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfiedwithout limitation, (including using best effortsdefending any lawsuits or other legal proceedings, and taking all actions necessarywhether judicial or administrative, to obtain all licenses, permits, consents, approvals, authorizations, waivers, qualifications and orders of Governmental Authorities as are necessary for challenging this Agreement or the consummation of the transactions contemplated herein), hereby; and will do so in a manner designed to obtain such regulatory clearance (v) execute and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly deliver any and all steps additional instruments necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by consummate the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement. In addition, each No parties to this Agreement shall consent to any voluntary delay of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any consummation of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. (b) In furtherance of the foregoing, to the extent not filed prior to the date hereof, the parties hereto shall cooperate with each other and shall use their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in respective best efforts to file required Notification and Report Forms under the FCC filings and will expeditiously make such filings (including such agreed plan) HSR Act with the FCC FTC and the DOJ as soon as practicable following the date of this Agreement, but in no event later than five (5) Business Days from and after the date hereof, and shall respond as promptly as practicable to all requests or inquiries received from the FTC or DOJ for additional documentation or information. Each party agrees to cooperate with each other in determining whether any other filings are required to be made with any Governmental Entity under any applicable antitrust, competition, foreign investment or trade regulation Law in connection with the execution, delivery and performance of this Agreement and agrees to make as promptly as practicable any such filings and to promptly supply any additional information or documentary material that may be requested by any Governmental Entity. Buyer and Sellers will pay one-half each the cost of all filing fees to any Governmental Entity in connection with any required Consent of any Governmental Entity. (c) Each Buyer shall be under no obligation to sell, divest, license or dispose of Viacom and CBS shall give any assets or businesses of Buyer (or its Affiliates) or the Fastener Business or the Fastener Subsidiaries or to enter into any agreement to take or commit to take actions that limit Buyer’s or its Affiliates’ freedom of action with respect to, or their ability to retain, any of the business, product lines or assets of Buyer (or its Affiliates), the Fastener Business or the Fastener Subsidiaries. (d) Subject to applicable legal limitations and instructions of any Governmental Entity, each party to this Agreement shall cause its respective subsidiaries to give) promptly notify the other party of any notices to third parties, and Viacom and CBS shall use, and cause each written or oral communication it or any of its subsidiaries Affiliates receives from any Governmental Entity relating to usethe matters that are the subject of this Agreement and permit the other party a reasonable opportunity to review in advance any proposed substantive communication by such party to any Governmental Entity. Prior to the Closing, its Buyer and Sellers shall cooperate in all reasonable best efforts respects with respect to obtain any third party consentsfiling with any Governmental Entity in connection with any of the transactions contemplated hereby. To the extent practicable under the circumstances, necessary, proper or advisable to consummate the Merger. Each none of the parties hereto will furnish to this Agreement shall agree to participate in any substantive meeting with any Governmental Entity in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry unless it consults with the other party in advance and, where permitted, allows the other party to participate. Subject to applicable legal limitations and instructions of any Governmental Entity, the parties to this Agreement will: (i) coordinate and cooperate fully with each other in exchanging such necessary information and reasonable providing such assistance as the other party may reasonably request in connection with the preparation of its communications with any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental AuthorityEntity, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying (ii) provide each other with copies of all material written correspondence, filings or communications between either party them or any of their representatives, on the one hand, and any Governmental Authority Entity or members of such agency’s staff, on the other hand, with respect to this AgreementAgreement and the transactions contemplated by this Agreement and (iii) prior to submitting any substantive and material written communication to any Governmental Entity, permit the other party and its counsel a reasonable opportunity to review in advance, and consider in good faith the views of the other party provided in a timely manner, in connection with, any such communication; provided, however, that materials may be redacted (x) as necessary to comply with contractual arrangements and (y) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns (including without limitation proprietary business information).

Appropriate Action; Consents; Filings. (a) Each Subject to the terms and conditions of this Agreement, the parties hereto shall Parties will reasonably cooperate with each other and use (iand will cause their respective Subsidiaries to use) make promptly its their respective filings, and thereafter make any other required submissions under the HSR Act with respect reasonable best efforts to consummate the transactions contemplated herein and (ii) make promptly filings with or applications by this Agreement prior to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best efforts, and will take all actions necessary, to consummate and make effective the transactions contemplated herein Outside Date and to cause the conditions to the Merger Mergers set forth in Article VII ARTICLE VI to be satisfiedsatisfied as promptly as reasonably practicable prior to the Outside Date, (including using reasonable best efforts, and taking efforts to accomplish the following as promptly as reasonably practicable prior to the Outside Date: (i) the obtaining of all actions necessary, to obtain all licenses, permitsor non-actions, consents, approvals, authorizationsregistrations, waivers, qualifications permits, authorizations, orders, expirations or terminations of waiting periods and orders of other confirmations from any Governmental Authorities as Authority or other Person that are necessary for or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as possible. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions Transactions contemplated by this Agreement as expeditiously as possibleAgreement, including committing to the Mergers (the “Regulatory Approvals”); (ii) the preparation and making of all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with Governmental Authorities) that are or effectingmay become necessary, by consent decree, hold separate orders, trust, proper or otherwise, the sale or disposition of such of its assets or businesses as are required to be divested advisable in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying connection with the consummation of the Merger and Transactions, including the other transactions contemplated by this Agreement. In addition, each Mergers; (iii) the taking of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS shall give (or shall cause its respective subsidiaries to give) any notices to third parties, and Viacom and CBS shall use, and cause each of its subsidiaries to use, its reasonable best efforts to obtain any third party consents, as may be necessary, proper or advisable to consummate obtain an approval from, or to avoid an Action by, any Governmental Authority or other Person in connection with the Mergerconsummation of the Transactions, including the Mergers; and (iv) the defending of any Actions, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the Transactions, including the Mergers, performed or consummated by each party in accordance with the terms of this Agreement, including seeking to have any stay, temporary restraining order or injunction entered by any Governmental Authority vacated or reversed. The Company shall use commercially reasonable efforts to obtain the consent, approval or waiver with respect to Material Contracts in connection with the consummation of the Transactions from third Persons to the extent reasonably requested by Parent after consulting with the Company in good faith regarding the request. Each of the parties hereto Parties shall, in consultation and cooperation with the other Parties and as promptly as reasonably practicable, but in any event within ten (10) Business Days after the Agreement Date, make its respective filings under the HSR Act, and make any other applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to the Transactions, as promptly as practicable, but in no event later than as required by Law. Parent shall pay all filing fees and other charges for the filings required under any Antitrust Law by the Company or Parent with respect to the Transactions (the “Regulatory Filing Fees”). Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), none of the Company or any of its Subsidiaries or Affiliates will grant or offer to grant any accommodation or concession (financial or otherwise), or make any payment, to any Person (other than filing fees to any Governmental Authority) in connection with seeking or obtaining its consent to any of the Transactions. (b) In connection with and without limiting the efforts referenced in Section 5.5(a), each of the Parties will (i) furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings filings, submissions or submissions other documents; (ii) give the other reasonable prior notice of any such filing, submission or other document and, to the extent reasonably practicable, of any communication with or from any Governmental Authority regarding the Transactions, and will permit the other to review and discuss in advance, and consider in good faith the views, and secure the participation, of the other in connection with any such filing, submission, document or communication; and (iii) cooperate in responding as promptly as reasonably practicable to any investigation or other inquiry from a Governmental AuthorityAuthority or in connection with any Action initiated by a Governmental Authority or private party, including immediately informing the other party Parties as soon as practicable of any such inquiryinvestigation, inquiry or Action, and consulting in advance advance, to the extent practicable, before making any presentations or submissions to a Governmental Authority, or, in connection with any Action initiated by a private party, to any other Person. In addition, each of the Parties will give reasonable prior notice to and supplying each consult with the other in advance of any meeting, conference or substantive communication with any Governmental Authority, or, in connection with any Action by a private party, with any other Person, and to the extent not prohibited by applicable Law or by the applicable Governmental Authority or other Person, and to the extent reasonably practicable, not participate or attend any meeting or conference, or engage in any substantive communication, with any Governmental Authority or such other Person in respect of the Transactions without the other Party (as between Parent and the Company), and in the event either Parent or the Company is prohibited from, or unable to participate, attend or engage in, any such meeting, conference or communication, keep such Party apprised with respect thereto. Each Party shall furnish to the other Parties copies of all material correspondencefilings, filings or submissions, correspondence and communications between either party it and its Affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of any Governmental Authority’s staff (or any other Person in connection with any Action initiated by a private party), on the other hand, with respect to the Transactions. Each Party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material,” and also may reasonably redact the material as necessary to (A) remove personally sensitive information, (B) remove references concerning the valuation of the Company and its Subsidiaries or Parent and its Subsidiaries conducted in connection with the approval and adoption of this AgreementAgreement and the negotiations and investigations leading thereto, (C) comply with contractual arrangements, (D) prevent the loss of a legal privilege or (E) comply with applicable Law. (c) The Parties shall consult with each other with respect to obtaining all permits and consents necessary to consummate the Transactions, including the Mergers. (d) Each of the Parties agrees that, during the Pre-Closing Period, it shall not, and shall ensure that none of its Subsidiaries shall, consummate, enter into any agreement providing for, or announce, any investment, acquisition, divestiture, business combination or other transaction or take or omit to take any action that would reasonably be expected to materially delay or prevent the effectiveness of the Form S-4 or the consummation of the Transactions. (e) Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, the Holders’ Representative shall not have any obligations under this Section 5.5.

Appropriate Action; Consents; Filings. (a) Each of Buyer, the parties hereto Shareholder and the Company shall use (and shall cause each of their respective subsidiaries to use, as applicable) all reasonable efforts to (i) make promptly its respective filingstake, or cause to be taken, all appropriate action, and thereafter make any other required submissions under the HSR Act with respect do, or cause to the transactions contemplated herein and (ii) make promptly filings with or applications to the FCC with respect to the transactions contemplated herein. The parties hereto will use their respective best effortsbe done, and will take all actions things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated herein and to cause the conditions to the Merger set forth in Article VII to be satisfied, (including using best effortsby this Agreement, and taking all actions necessary(ii) obtain from any Governmental Entities or other third parties any consents, to obtain all licenses, permits, consentswaivers, approvals, authorizationsauthorizations or orders required to be obtained or made by Buyer or the Company or any of their subsidiaries or affiliates, waiversas applicable, qualifications in connection with the authorization, execution and orders delivery of Governmental Authorities as are necessary for this Agreement and the consummation of the transactions contemplated herein)hereby, including, without limitation, the Merger. The Shareholder, the Company and will do so Buyer shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in a manner designed to obtain such regulatory clearance and connection with the satisfaction of such conditions as expeditiously as possibletransactions contemplated by this Agreement. (b) CBS and Viacom each agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents or waivers under any antitrust, competition or communications or broadcast Law that may be asserted by any U.S. federal, state and local and non-United States antitrust or competition authority, or by the FCC or similar authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwiseEach of Buyer, the sale or disposition of such of its assets or businesses as are required to be divested in order to obtain the consent of the FCC to or avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Merger Shareholder and the other transactions contemplated by this Agreement. In addition, each of CBS and Viacom agree to take promptly any and all steps necessary to obtain any consent or to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (each, an "Order") relating to antitrust or communications or broadcast matters that would have the effect of making any of the transactions contemplated by this Agreement illegal or otherwise prohibiting or materially delaying their consummation. The parties will expeditiously agree on a complete plan for compliance with applicable FCC ownership requirements for inclusion in the FCC filings and will expeditiously make such filings (including such agreed plan) with the FCC following the date of this Agreement. (c) Each of Viacom and CBS Company shall give (or shall cause its their respective subsidiaries and affiliates, as applicable, to give) any notices to third parties, and Viacom and CBS shall use, use (and cause each of its their respective subsidiaries and affiliates, as applicable, to use, its ) all reasonable best efforts to obtain any third party consents, consents (i) necessary, proper or advisable to consummate the Merger. Each transactions contemplated by this Agreement or (ii) otherwise required under any Material Contracts, or other agreements in connection with, or in order to allow the Company to continue to be entitled to the benefits thereof following, the consummation of the transactions contemplated hereby. In the event that any party shall fail to obtain any third party consent described above and the parties hereto will furnish agree to consummate the Merger without such consent, such party shall use commercially reasonable efforts, and shall take any such actions reasonably requested by the other such necessary information parties, to limit the adverse effect upon the Company and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental AuthorityBuyer, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authoritytheir respective subsidiaries, and supplying each other with copies of all material correspondencetheir respective businesses resulting, filings or communications between either party and any Governmental Authority with respect which could reasonably be expected to this Agreementresult after the Effective Time, from the failure to obtain such consent.