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

Appropriate Action; Consents; Filings. (a) Sellers, the Company and Purchaser shall use their reasonable best efforts to (i) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55

Appropriate Action; Consents; Filings. (a) SellersSubject to the terms and conditions of this Agreement, the Company Parties will reasonably cooperate with each other and Purchaser shall use (and will cause their respective Subsidiaries to use) their respective reasonable best efforts to consummate the transactions contemplated by this Agreement prior to the Outside Date and to cause the conditions to the Mergers set forth in Article VI to be satisfied as promptly as reasonably practicable prior to the Outside Date, including using reasonable best efforts to accomplish the following as promptly as reasonably practicable prior to the Outside Date: (i) obtain the obtaining of all actions or non-actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and other confirmations from any Governmental Authorities any consentsAuthority or other Person that are or may become necessary, licenses, permits, waivers, approvals, authorizations proper or orders required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those advisable in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 consummation of the WSL RulesTransactions contemplated by this Agreement, including 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 may become necessary, proper or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, including the Mergers; and (iiiii) (A) the taking of all steps as promptly as reasonably practicable after may be necessary, proper or advisable to obtain an approval from, or to avoid a Legal Proceeding by, any Governmental Authority or other Person in connection with the date hereofconsummation of the Transactions, make all necessary filingsincluding the Mergers. The Company shall use commercially reasonable efforts to obtain the consent, and thereafter make any other required submissions, approval or waiver with respect to this Agreement required under any applicable Antitrust LawsMaterial 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 shall, (B) as promptly as reasonably practicable after in consultation and cooperation with the date hereof, make all necessary filings, other Parties and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and but in any event within fifteen ten (1510) Business Days after the date hereofof this Agreement, make all necessary filingsits respective filings under the HSR Act, and thereafter make any other required submissions, applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMATransactions, and (D) as promptly as reasonably practicable after practicable, but in no event later than as required by Law. Parent shall pay all filing fees and other charges for the date hereof, make all necessary filings, and thereafter make filings required under any other required submissions, Antitrust Law by the Company or Parent with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with Transactions (the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a“Regulatory Filing Fees”), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55.

Appropriate Action; Consents; Filings. (a) Sellers, Each Seller and the Company and Purchaser shall use their reasonable best efforts to shall: (i) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) (A) as promptly soon as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen no later than ten (1510) Business Days business days after the date hereofof this Agreement, make all necessary filingsany initial filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and thereafter make the rules and regulations thereunder (the “HSR Act”); and (ii) any other additional filings required submissionsby any other applicable Antitrust Laws (as defined below). The parties hereto shall consult and cooperate with one another, afford one another (or one another’s counsel) an opportunity to review in advance any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any foreign or other Antitrust Law; provided, however, that, with respect to this Agreement any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, each Seller and the consummation Purchaser need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the Transactions as required under section 178 of FSMAextent that any applicable Law to such party requires such party to restrict or prohibit access to any such properties or information. Unless otherwise agreed, to the extent reasonably practical and (D) as promptly as reasonably practicable after the date hereofpermitted by applicable Law, make all necessary filings, and thereafter make no party shall have any other required submissions, material discussions or communications with any Governmental Authority with respect to the transactions contemplated by this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations without, where practical, consulting with a representative of any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55party.

Appropriate Action; Consents; Filings. (a) SellersSubject to Section 5.3(c) hereof, the Company Seller and Purchaser shall use their reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to: (i) obtain from any Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required (A) to be obtained by Purchaser, Sellers Seller or the Company, Purchaser or any of their respective Affiliates to consummate the Company’s respective Subsidiaries, respectively, transactions contemplated by this Agreement or (B) to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) Entity in connection with the authorization, execution and delivery of this Agreement and to permit the consummation of the Transactions, and transactions contemplated hereby to occur as promptly as practicable; (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, FDCA or any other applicable Law; (Ciii) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make obtain all necessary filingsconsents, waivers, approvals and thereafter make authorizations of third parties; and (iv) defend any other required submissionssuits or proceedings, with respect to whether judicial or administrative, challenging this Agreement and or the consummation of the Transactions as required under section 178 of FSMA, transactions contemplated hereby. Seller and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, Purchaser shall cooperate with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactionsmaking of all filings referenced in the preceding sentence, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Each party hereto Seller and Purchaser shall promptly (but have the right to review in advance, and, to the extent practicable and reasonable, each shall consult the other on, all the information relating to Seller or Purchaser, as the case may be, that appears in any case within two Business Days) (i) inform filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Seller and Purchaser may, as each deems reasonably necessary or advisable, designate any competitively sensitive information provided to the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to under this Section 7.01(a)5.3(a) as available to "outside counsel and retained experts only." Such information shall be given only to outside counsel of the recipient. In addition, Purchaser and (ii) notify Seller may redact any information from such documents shared with the other party upon becoming aware or its counsel that is not pertinent to the subject matter of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations filing or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55submission.

Appropriate Action; Consents; Filings. (a) SellersSubject to the terms and conditions of this Agreement (including the limitations set forth in Section 6.5), the Company and Purchaser shall parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article VII to be satisfied, including using reasonable best efforts to accomplish the following: (i) obtain the obtaining of all necessary actions or non-actions, consents and approvals from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Purchaser, Sellers or other Persons necessary in connection with the Company, or any consummation of the Company’s respective Subsidiariestransactions contemplated by this Agreement, respectivelyincluding the Merger, 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 any an action or proceeding by by, any Governmental Authority (including those or other Persons necessary in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 consummation of the WSL Rulestransactions contemplated by this Agreement, including the Merger, (ii) the obtaining of all other necessary consents, approvals or waivers from Third Parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby (“Merger Litigation”), including the Merger, performed or consummated by such party in connection accordance with the authorizationterms 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 (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the consummation purposes of this Agreement. Each of the Transactionsparties hereto shall promptly (and in no event later than ten (10) Business Days following the date that this Agreement is executed) make and not withdraw (without the other party’s consent) its respective filings under the HSR Act, and (ii) (A) make, as promptly soon as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to this Agreement required under any applicable Antitrust Laws, (B) the transactions contemplated hereby as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and but in any no event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions later than as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable by Law. The parties shall promptly furnish to each other all information required for Notwithstanding the foregoing, obtaining any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any Third Party consents, licenses, permits, waivers, approvals, authorizations approvals or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided waivers pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55Section

Appropriate Action; Consents; Filings. (a) SellersSubject to the terms and conditions of this Agreement and except to the extent that the board of directors of York shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger, the Company as permitted by SECTION 5.1(B), York and Purchaser Xxxxxxxx shall use their reasonable best efforts to (iA) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable under applicable laws to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable, (B) obtain from any Governmental Authorities Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Purchaser, Sellers or the Company, York and Xxxxxxxx or any of the Company’s respective their Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority Entity (including including, without limitation, those in connection with the Antitrust LawsHSR Act or other foreign laws or regulations), the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated herein, and (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as Merger required under section 178 the Securities Act, the Exchange Act and any other applicable law; PROVIDED, HOWEVER, that York and Xxxxxxxx shall cooperate with each other in connection with the making of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary such filings, including providing copies of all such documents to the non-filing party and thereafter make any other required submissionsits advisors prior to filing and, with respect to this Agreement required under any other Applicable Lawif requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The parties York and Xxxxxxxx shall promptly furnish to each other all information required for any application or other filing under to be made pursuant to the rules and regulations of any Applicable Law applicable law in connection with the Transactionstransactions contemplated by this Agreement. Each party hereto Subject to the terms and conditions of this Agreement and except to the extent that the board of directors of York shall promptly (but in have withdrawn or modified its approval or recommendation of this Agreement or the Merger, as permitted by SECTION 5.1(b), York and Xxxxxxxx shall not take any case within two Business Days) (i) inform action, or refrain from taking any action, the other if it becomes aware effect of any event, circumstance or condition that which would be reasonably likely to prevent delay or impede the obtaining ability of any consents, licenses, permits, waivers, approvals, authorizations or orders, or York and Xxxxxxxx to consummate the avoidance of any actions or proceedings transactions contemplated by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55Agreement.

Appropriate Action; Consents; Filings. (a) SellersSubject to Section 5.3(c) hereof, the Company Seller and Purchaser shall use their reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to: (i) obtain from any Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required (A) to be obtained by Purchaser, Sellers Seller or the Company, Purchaser or any of their respective Affiliates to consummate the Company’s respective Subsidiaries, respectively, transactions contemplated by this Agreement or (B) to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) Entity in connection with the authorization, execution and delivery of this Agreement and to permit the consummation of the Transactions, and transactions contemplated hereby to occur as promptly as practicable; (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, FDCA or any other applicable Law; (Ciii) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make obtain all necessary filingsconsents, waivers, approvals and thereafter make authorizations of third parties; and (iv) defend any other required submissionssuits or proceedings, with respect to whether judicial or administrative, challenging this Agreement and or the consummation of the Transactions as required under section 178 of FSMA, transactions contemplated hereby. Seller and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, Purchaser shall cooperate with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactionsmaking of all filings referenced in the preceding sentence, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Each party hereto Seller and Purchaser shall promptly (but have the right to review in advance, and, to the extent practicable and reasonable, each shall consult the other on, all the information relating to Seller or Purchaser, as the case may be, that appears in any case within two Business Days) (i) inform filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Seller and Purchaser may, as each deems reasonably necessary or advisable, designate any competitively sensitive information provided to the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to under this Section 7.01(a)5.3(a) as available to “outside counsel and retained experts only.” Such information shall be given only to outside counsel of the recipient. In addition, Purchaser and (ii) notify Seller may redact any information from such documents shared with the other party upon becoming aware or its counsel that is not pertinent to the subject matter of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations filing or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55submission.

Appropriate Action; Consents; Filings. (a) SellersBuyer may, in its discretion, following the date of this Agreement (x) identify an interim ownership and/or operating structure that is satisfactory to Seller (in Seller’s sole discretion) with a person (such person, the Company “Interim Owner/Operator”) who is approved to own and Purchaser operate non-restricted Gaming Activities by Gaming Authorities, and (y) to the extent Buyer elects to utilize such Interim Owner/Operator structure, following Seller’s approval, cause such Interim Owner/Operator to enter into a written agreement with Buyer and Seller, in form and substance reasonably acceptable to Seller, pursuant to which such Interim Owner/Operator shall (A) effective as of the Closing, hold so much of the Interests as may be required by the Gaming Authorities to obtain all requisite Gaming Approvals and assume responsibility for the Gaming Activities at the Real Property until such time as Buyer obtains all requisite Gaming Approvals and (B) agree to be bound by all applicable covenants and obligations contained in this Section 6.03. Buyer and the Seller, as applicable, shall use their its reasonable best efforts (and Buyer shall cause its Affiliates and the Interim Owner/Operator, to the extent applicable, to use their respective reasonable best efforts) to (i) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rulesa) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and promptly (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any no event within more than fifteen (15) Business Days after from the date hereof) make all filings and notifications with the Gaming Authorities, (b) promptly make all filings and notifications to the Xxxxx County Board (including in respect of the Liquor Licenses) within the timeframe mandated by the Xxxxx County Board, and (c) promptly make all other filings and notifications to all other Governmental Entities that may be or may become required, reasonably necessary, proper or advisable under this Agreement and applicable Laws, including with respect to obtaining the FCC Approvals, to consummate and make effective the transactions contemplated by this Agreement in the most expeditious manner possible and (ii) make their respective filings pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within ten (10) Business Days of the date hereof, make all necessary unless mutually agreed otherwise by Buyer and the Seller. Buyer and the Seller shall promptly provide to each other evidence of their respective filings or a copy of their respective applications in connection with the transactions contemplated hereby. Buyer shall have responsibility for the fees it incurs in connection with obtaining Gaming Approvals required under this Agreement or any other approvals or filings, and thereafter make including, any other required submissionsfiling fees associated with any filings made pursuant to the HSR Act; provided, however, Seller shall be responsible for any fees associated with Gaming Approvals related to the HUB Designation. Buyer shall be solely responsible for all costs associated with obtaining all Approvals that are required, reasonably necessary, proper or advisable with respect to this Agreement and the Animals (as defined in the Letter Agreement) in connection with the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55transactions contemplated hereby.

Appropriate Action; Consents; Filings. (a) SellersPromptly after the execution of this Agreement, each of Parent and the Company shall apply for or otherwise seek, and Purchaser shall use their its reasonable best efforts to (i) obtain from any Governmental Authorities any consentsobtain, licenses, permits, waivers, approvals, authorizations or orders all consents and approvals required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and it for the consummation of the TransactionsMerger. Without limiting the generality or effect of the foregoing, each of Parent and the Company shall, (ii) (Ai) as promptly soon as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen no later than ten (1510) Business Days after the date hereofof this Agreement, make all necessary filingsany initial filings required under the HSR Act and (ii) as promptly as practicable, and thereafter make any additional filings required by any other required submissionsapplicable Antitrust Laws. The parties hereto shall consult and cooperate with one another, afford one another (or one another’s counsel) an opportunity to review in advance any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law; and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals; provided, however, that, with respect to this Agreement any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, each of Parent and the consummation Company need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the Transactions as required under section 178 of FSMAextent that any Law applicable to such party requires such party or the Company Subsidiaries to restrict or prohibit access to any such properties or information. Unless otherwise agreed, and (D) as promptly as to the extent reasonably practicable after the date hereofand permitted by applicable Law, make all necessary filings, and thereafter make no party shall have any other required submissions, material discussions or communications with any Governmental Entity with respect to the Transactions contemplated by this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations without, where practical, consulting with a representative of any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55party.

Appropriate Action; Consents; Filings. (a) SellersThe Company, the Company Parent and Purchaser each Merger Sub shall use their reasonable 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, including Antitrust Law and the Communications Laws, or otherwise to consummate and make effective the Transactions as promptly as practicable, (ii) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by PurchaserParent, Sellers each Merger Sub or the Company, or any of the Company’s their respective Subsidiaries, respectively, or to avoid any action or proceeding Proceeding by any Governmental Authority (including those in connection with the Antitrust Laws), the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, Transactions and (ii) (Aiii)(A) as promptly as reasonably practicable after the date hereof, make, and use commercially reasonable efforts to cause its direct or indirect shareholders to make (to the extent required by Applicable Law), all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen with ten (1510) Business Days after the date hereof, make all necessary filingsjointly file a “short-form” application with the FCC for consent to the pro forma transfer of control of the FCC Licenses to Parent (the “FCC Application”), and thereafter make (C) jointly file as promptly as reasonably practicable after the date of this Agreement, any other application, notification or the like, required submissions, to be filed prior to the Closing under the Communications Laws or other related Applicable Law with respect to this Agreement the Transactions, and shall comply with any request from the consummation of FCC or other Governmental Authority for additional information, documents, filings, or other materials and use commercially reasonable efforts to take, or cause to be taken, all other actions, and to do, or cause to be done, and to assist and cooperate in doing, all things necessary, proper, or advisable under Applicable Law to consummate and make effective the Transactions as required under section 178 of FSMAtransactions completed hereby, and (D) as promptly as reasonably practicable after the date hereof, make, and use commercially reasonable efforts to cause its direct or indirect equityholders to make (to the extent required by Applicable Law), all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties Company and Parent shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55.

Appropriate Action; Consents; Filings. Section 5.9.1 Subject to the terms and conditions of this Agreement, Target and Parent shall: (a) Sellers, the Company and Purchaser shall use their commercially reasonable best efforts to cooperate with one another in (i) obtain from any Governmental Authorities any determining which filings and notifications are required to be made prior to the Effective Time under applicable Laws with, and which consents, licenses, approvals, permits, waivers, approvals, orders or authorizations or orders are required to be obtained by Purchaseror made prior to the Effective Time under applicable Laws from, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and each of the Ancillary Documents and the consummation of the Transactions, Merger and the other transactions contemplated hereby and thereby; (ii) timely making all such filings and notifications and timely seeking all such consents, licenses, approvals, permits, waivers, orders or authorizations; and (Aiii) as promptly as reasonably practicable after respond to any request for information including without limitation any request for additional information and documentary materials from any Governmental Authority; (b) subject to any restrictions under applicable antitrust Laws, to the date hereofextent practicable, make all necessary promptly notify each other of any communication from any Governmental Authority with respect to this Agreement or the transactions contemplated hereby, and permit the other party to review in advance any proposed written communication to any Governmental Authority; (c) not agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and thereafter make participate, in each case to the extent practicable; (d) subject to any restrictions under applicable antitrust Laws, furnish the other required submissionsparty with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between Target and the Target Representatives or Parent and the Parent Representatives, as the case may be, on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to this Agreement or the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to attorney client privilege); and (e) furnish the other party with such necessary information (including all information required under any applicable Antitrust Laws, (Bto be included in the Proxy Statement and the Registration Statement) and reasonable assistance as promptly as such other party and its Representatives may reasonably practicable after the date hereof, make all request in connection with their preparation of necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under registrations or submissions of information (including the PL Rules, the WSL Rules Proxy Statement and the FA Rules, (CRegistration Statement) as promptly as reasonably practicable, and in to any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law Governmental Authority in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, this Agreement or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55transactions contemplated hereby.

Appropriate Action; Consents; Filings. (a) Sellers, the Company and Purchaser shall use their reasonable best efforts to Each Party hereto shall: (i) obtain give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Arrangement; (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding; (iii) promptly inform the other Parties of any substantive communication to or from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations Entity or orders required to be obtained third party regarding the Arrangement; (iv) promptly furnish the other with copies of notices or other communications received by Purchaser, Sellers the Purchaser or the Company, as the case may be, or any of the Company’s respective their Subsidiaries, respectively, from any third party or to avoid any action or proceeding by any Governmental Authority (including those in connection Entity with respect to the Antitrust Lawstransactions contemplated by this Agreement, except to the PL Approvalextent of competitively or commercially sensitive information, which competitively sensitive and/or commercially sensitive information will be provided only to the Football Association Approval and Rule 18.2 external legal counsel or external expert of the WSL Rules) in connection other and shall not be shared by such counsel or expert with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, any other Person and (iiv) (A) respond as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make to any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application inquiries or other filing under the rules and regulations of any Applicable Law requests received from a Governmental Entity in connection with the Transactionstransactions contemplated by this Agreement. Each party Party hereto shall promptly (but will have the right to review in any case within two Business Days) (i) inform advance, and each Party will consult and cooperate with the other if it becomes aware Parties and will consider in good faith the views of the other Parties in connection with, any eventfiling, circumstance analysis, appearance, presentation, memorandum, brief, argument, opinion or condition that would proposal made or submitted in connection with the transactions contemplated by this Agreement, and will provide the other party with final copies thereof, except in respect of competitively or commercially sensitive information, which competitively and/or commercially sensitive information will be reasonably likely redacted from communications to prevent be shared with the obtaining other party and will be provided (on an unredacted basis) only to the external legal counsel or external expert of the other and shall not be shared by such counsel or expert with any consentsother Person. In addition, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings except as may be prohibited by any Governmental Authority required Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party hereto will permit authorized Representatives of the other Parties to be obtained present at each meeting or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority conference relating to such consentsrequest, licensesinquiry, permitsinvestigation, waiversaction or legal proceeding and to have access to and be consulted in connection with any document, approvals authorizations opinion or orders. 55proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding.

Appropriate Action; Consents; Filings. (a) SellersSubject to the terms and conditions of this Agreement, the Company parties hereto will cooperate with each other and Purchaser shall use (and will cause their respective Subsidiaries to use) their respective reasonable best efforts to (i) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained consummate the transactions contemplated by Purchaser, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and to cause the consummation of conditions to the Transactions, and (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect Merger set forth in Article VI to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) be satisfied as promptly as reasonably practicable, including using reasonable best efforts to accomplish the following as promptly as reasonably practicable: (i) the obtaining of all actions or non-actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and other confirmations from any Governmental Authority or other Person that are or may become necessary, proper or advisable in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, connection with respect to this Agreement and the consummation of the Transactions transactions contemplated by 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 required under section 178 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 FSMAthe 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 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, temporary restraining order or injunction 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 consummate the transactions contemplated by this Agreement, including the Merger, and (D) 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 after the date hereofpracticable, make all necessary filingsits respective filings under the HSR Act and any Antitrust Law as set forth on Section 6.1(d) of the Parent Disclosure Letter, and thereafter make any other required submissions, applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement Agreement, as promptly as practicable, but in no event later than as required by Law. Neither the Company nor Parent will withdraw any such filings or applications without the prior written consent of the other party. Parent shall pay all filing fees and other charges for the filings required under any other Applicable LawAntitrust Law by the Company and Parent. The parties shall promptly furnish Notwithstanding anything to each other all information required for the contrary contained in this Agreement, without the prior written consent of Parent, none of the Company or any application of its Subsidiaries or other filing under the rules and regulations of Affiliates will grant or offer to grant any Applicable Law accommodation or concession (financial or otherwise), or make any payment, to any third party in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance seeking or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject its consent to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) SellersUpon the terms and subject to the conditions set forth herein, from the date hereof until the Closing Date, the Company Seller and Purchaser the Buyer shall use their respective reasonable best efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, and to assist and cooperate with the other Party in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated hereby as promptly as practicable, including (i) obtain from executing and delivering any Governmental Authorities any consentsadditional instruments necessary, licenses, permits, waivers, approvals, authorizations proper or orders required advisable to be obtained by Purchaser, Sellers or consummate the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactionstransactions contemplated hereby, and to carry out fully the purposes of, this Agreement, (ii) (A) as promptly as reasonably practicable after the date hereof, make making all necessary filingsFilings, and thereafter make making any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement transactions contemplated hereby required under the PL Rules, the WSL Rules HSR Act and the FA Rules, (Ciii) as promptly as reasonably practicable, and in using commercially reasonable best efforts to obtain all Consents of any event within fifteen (15) Business Days after the date hereof, make all Governmental Entity or third party necessary filings, and thereafter make any other required submissions, with respect to this Agreement and for the consummation of the Transactions transactions contemplated hereby; provided, however, that the Seller shall not be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third-party. In addition to the foregoing, the Buyer agrees to provide such security and assurances as required under section 178 to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose consent or approval is sought in connection with the transactions contemplated hereby. The Buyer and the Seller shall cooperate with each other in connection with the making of FSMAany Filings in accordance with this Section 5.1(a), including providing copies of all such documents to the non- filing Party and (D) as promptly as reasonably practicable after its advisors prior to filing and discussing all reasonable additions, deletions or changes suggested in connection therewith. All fees payable to any Governmental Entity in connection with the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect Filings pursuant to this Agreement required under any other Applicable LawSection 5.1(a) shall be paid by the Buyer. The parties Seller and the Buyer shall promptly furnish to each other all information required for any application or other filing under Filing to be made pursuant to the rules and regulations of any Applicable applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55transactions contemplated hereby.

Appropriate Action; Consents; Filings. Section 5.6.1 Subject to the terms and conditions of this Agreement, Target, Merger Sub, and Parent shall: (a) Sellers, the Company and Purchaser shall use their commercially reasonable best efforts to cooperate with one another in (i) obtain from any Governmental Authorities any determining which filings and notifications are required to be made prior to the Effective Time under applicable Laws with, and which consents, licenses, approvals, permits, waivers, approvals, orders or authorizations or orders are required to be obtained by Purchaseror made prior to the Effective Time under applicable Laws from, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, Merger and the other transactions contemplated hereby and thereby; (ii) timely making all such filings and notifications and timely seeking all such consents, licenses, approvals, permits, waivers, orders or authorizations; and (Aiii) as promptly as reasonably practicable after respond to any request for information including without limitation any request for additional information and documentary materials from any Governmental Authority; (b) subject to any restrictions under applicable antitrust laws, to the date hereofextent practicable, make all necessary filings, and thereafter make promptly notify each other of any other required submissions, communication from any Governmental Authority with respect to this Agreement required under or the transactions contemplated hereby, and permit the other party to review in advance any applicable Antitrust Laws, proposed written communication to any Governmental Authority; (Bc) as promptly as reasonably practicable after the date hereof, make all necessary not agree to participate in any meeting with any Governmental Authority in respect of any filings, and thereafter make any investigation or other required submissions, inquiry with respect to this Agreement required under or the PL Rulestransactions contemplated hereby unless it consults with the other party in advance and, to the WSL Rules extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate, in each case to the FA Rules, extent practicable; and (Cd) furnish the other party with such necessary information and reasonable assistance as promptly as such other party and its Representatives may reasonably practicable, and request in any event within fifteen (15) Business Days after the date hereof, make all connection with their preparation of necessary filings, and thereafter make registrations or submissions to any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law Governmental Authority in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, this Agreement or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55transactions contemplated hereby.

Appropriate Action; Consents; Filings. (a) Sellers, the Company and Purchaser shall use their reasonable best efforts to Each Party hereto shall: (i) obtain give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Arrangement; (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding; (iii) promptly inform the other Parties of any communication to or from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations Entity or orders required to be obtained third party regarding the Arrangement; (iv) promptly furnish the other with copies of notices or other communications received by Purchaser, Sellers the Purchaser or the CompanyREIT, as the case may be, or any of the Company’s respective their Subsidiaries, respectively, from any third party or to avoid any action or proceeding by any Governmental Authority (including those Entity with respect to the transactions contemplated by this Agreement, except to the extent of competitively or commercially sensitive information in connection with respect of the Antitrust Laws, Competition Act Approval or the PL Investment Canada Act Approval, which competitively sensitive and/or commercially sensitive information will be provided only to the Football Association Approval and Rule 18.2 external legal counsel or external expert of the WSL Rules) in connection other and shall not be shared by such counsel or expert with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, any other Person and (iiv) (A) respond as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make to any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application inquiries or other filing under the rules and regulations of any Applicable Law requests received from a Governmental Entity in connection with the Transactionstransactions contemplated by this Agreement, including in respect of the Competition Act Approval and Investment Canada Act Approval. Each party Party hereto shall promptly (but will have the right to review in any case within two Business Days) (i) inform advance, and each Party will consult and cooperate with the other if it becomes aware Parties and will consider in good faith the views of the other Parties in connection with, any eventfiling, circumstance analysis, appearance, presentation, memorandum, brief, argument, opinion or condition that would proposal made or submitted in connection with the transactions contemplated by this Agreement, and will provide the other party with final copies thereof, except in respect of competitively or commercially sensitive information, which competitively and/or commercially sensitive information will be reasonably likely redacted from communications to prevent be shared with the obtaining other party and will be provided (on an unredacted basis) only to the external legal counsel or external expert of the other and shall not be shared by such counsel or expert with any consentsother Person. In addition, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings except as may be prohibited by any Governmental Authority required Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party hereto will permit authorized Representatives of the other Parties to be obtained present at each meeting or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority conference relating to such consentsrequest, licensesinquiry, permitsinvestigation, waiversaction or legal proceeding and to have access to and be consulted in connection with any document, approvals authorizations opinion or orders. 55proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding.

Appropriate Action; Consents; Filings. (a) SellersSubject to Section 5.3(c) hereof, the Company Seller and Purchaser shall use their respective reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to: (i) obtain from any Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations authorizations, clearances or orders required (A) to be obtained by Purchaser, Sellers Seller or the Company, Purchaser or any of their respective Affiliates to consummate the Company’s respective Subsidiaries, respectively, transactions contemplated by this Agreement or (B) to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) Entity in connection with the authorization, execution and delivery of this Agreement and to permit the consummation of the Transactions, and transactions contemplated hereby to occur as promptly as practicable; (ii) reasonably oppose, contest, appeal or otherwise seek to eliminate any impediment posed by any Governmental Entity that would delay or prevent the consummation of the transactions contemplated hereby; (Aiii) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissionssubmissions and any voluntary submissions that may support approvals by Governmental Entities, with respect to this Agreement required under any applicable Antitrust Laws, Law; and (Biv) as promptly as reasonably practicable after the date hereof, make obtain all necessary filingsconsents, waivers, approvals and thereafter make any other required submissions, authorizations of third parties. Seller and Purchaser shall cooperate with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactionsmaking of all filings referenced in the preceding sentence, including providing copies of all such documents to the non filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. Each party hereto Seller and Purchaser shall promptly (but have the right to review in advance, and, to the extent practicable and reasonable, each shall consult the other on, all the information relating to Seller or Purchaser, as the case may be, that appears in any case within two Business Days) (i) inform filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. Seller and Purchaser may, as each deems reasonably necessary or advisable, designate any competitively sensitive information provided to the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to under this Section 7.01(a)5.3(a) as available to "outside counsel and retained experts only." Such information shall be given only to outside counsel of the recipient. In addition, Purchaser and (ii) notify Seller may redact any information from such documents shared with the other party upon becoming aware or its counsel that is not pertinent to the subject matter of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations filing or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55submission.

Appropriate Action; Consents; Filings. (a1) SellersUpon the terms and subject to the conditions set forth herein, from the date hereof until the Closing Date, the Company Vendor and the Purchaser shall use their respective commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, and to assist and cooperate with the other Party in doing all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective the transactions contemplated herein as promptly as practicable, including: (i) obtain from executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated herein, and to carry out fully the purposes of this Agreement; (ii) identifying and making all necessary registrations, declarations, notices or filings (each a "Filing") with any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders Entity as is required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and or the consummation of the Transactions, and (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filingstransactions contemplated herein, and thereafter make making any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, transactions contemplated hereby and thereafter make any other required submissionsApplicable Law; and (iii) obtaining all consents, with respect to this Agreement required under the PL Ruleswaivers, the WSL Rules and the FA Rulesapprovals, licenses, permits, orders or authorizations (Ceach, a "Consent") as promptly as reasonably practicable, and in of any event within fifteen (15) Business Days after the date hereof, make all Governmental Entity or third party necessary filings, and thereafter make any other required submissions, with respect to this Agreement and for the consummation of the Transactions transactions contemplated herein; provided, however, that the Vendor shall not be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third-party. In addition to the foregoing, the Purchaser agrees to provide such information and assurances as required to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose consent or approval is sought in connection with the transactions contemplated herein to the extent that such information or assurances do not increase the benefit that such party possesses under section 178 the applicable contract. The Purchaser and the Vendor shall cooperate with each other in connection with the making of FSMAany Filings in accordance with this Section 4.01(1), including providing copies of all such documents to the non-filing Party and (D) as promptly as reasonably practicable after its advisors prior to filing and implementing all reasonable additions, deletions or changes suggested in connection therewith. All reasonable costs and expenses incurred in connection with the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect Filings pursuant to this Agreement required under any other Applicable LawSection 4.01 shall be paid by the Purchaser and all reasonable costs and expenses incurred for obtaining the Consents shall be paid by the Vendor. The parties Vendor and the Purchaser shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of Filing to be made pursuant to any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55transactions contemplated hereby.

Appropriate Action; Consents; Filings. (a) SellersIn accordance with the terms and subject to the conditions of this Agreement (including Section 6.5), the Company and Purchaser shall parties hereto will use their respective commercially reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions to the Merger set forth in Article VII to be satisfied as expeditiously as practicable (and in any event at least five (5) Business Days prior to the Termination Date), including using commercially reasonable efforts to accomplish the following: (i) obtain the obtaining of all necessary actions or non-actions, Consents and approvals from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Purchaser, Sellers or necessary in connection with the Company, or any consummation of the Company’s respective Subsidiariestransactions contemplated by this Agreement, respectivelyincluding the Merger, 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 any action or proceeding by Action by, any Governmental Authority (including those necessary in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 consummation of the WSL Rulestransactions contemplated by this Agreement, including the Merger (any such Action, “Merger Litigation”), (ii) the obtaining of all other necessary consents, approvals or waivers from Third Parties (provided that the Company shall not be required to make or agree to make any payment to such Third Parties or accept any material conditions or obligations with respect thereto), (iii) the defending of any judicial lawsuits pursuant to any United States securities laws or state fiduciary duty laws, challenging this Agreement or the consummation of the transactions contemplated hereby, including the Merger, including seeking to have any stay or temporary restraining order entered by a court vacated or reversed, unless Parent reasonably determines in connection good faith after consultation with Company that contesting such judicial lawsuit would not be advisable, and (iv) the authorization, execution and delivery of any additional instruments reasonably necessary to consummate the Merger and any 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 party shall give the other party the right to review and comment on all material filings or responses to be made in connection with any Merger Litigation, and in good faith will take the other party’s comments into account. Each of the parties hereto shall (A) promptly (and in no event later than ten (10) Business Days following the date hereof) make its filings under the HSR Act, and as soon as reasonably practicable thereafter make any other applications and filings required under the Antitrust and Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter with respect to the transactions contemplated hereby, including the Merger, (B) respond to at the earliest practicable date any request under the HSR Act for additional information (including responding to any “second request”), documents or other materials received by such party from the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice or by any other Governmental Authority under any Antitrust and Foreign Investment Laws in respect of any such filings with respect to the transactions contemplated hereby, including the Merger and (C) act in good faith and reasonably cooperate with the other party in connection with any such filings (including, if requested by the other party, to consider all reasonable material additions, deletions or changes suggested by the other party in connection therewith) and in connection with resolving any investigation or other inquiry of such agency or other Governmental Authority under any Antitrust and Foreign Investment Laws. In taking the foregoing actions, each of the Company and Parent shall act reasonably and as promptly as practicable. Notwithstanding anything in this Agreement to the contrary, obtaining any Consents or waivers pursuant to Section 6.3(a)(ii) above or otherwise shall not be a condition to the obligations of any party to consummate the Merger. Notwithstanding anything to the contrary in this Agreement, neither Parent (including Parent’s Affiliates) nor the Company (including Company’s Affiliates) shall be required to defend any lawsuits or other legal proceedings pursuant to any Antitrust and Foreign Investment Laws, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, and (ii) (A) as promptly as reasonably practicable after including the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55Merger.

Appropriate Action; Consents; Filings. (a1) SellersUpon the terms and subject to the conditions set forth herein, from the date hereof until the Closing Date, the Company Vendor, Glacier and the Purchaser shall use their respective commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, and to assist and cooperate with the other Party in doing all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective the transactions contemplated herein as promptly as practicable, including: (i) obtain from executing and delivering any additional instruments necessary, proper or advisable to consummate the transactions contemplated herein, and to carry out fully the purposes of this Agreement; (ii) identifying and making all necessary registrations, declarations, notices or filings (each a "Filing") with any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders Entity as is required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and or the consummation of the Transactions, and (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filingstransactions contemplated herein, and thereafter make making any other required submissions, with respect to this Agreement required under the transactions contemplated hereby and any applicable Antitrust LawsApplicable Law; and (iii) obtaining all consents, waivers, approvals, licenses, permits, orders or authorizations (Beach, a "Consent") as promptly as reasonably practicable after the date hereof, make all of any Governmental Entity or third party necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and for the consummation of the Transactions transactions contemplated herein; provided, however, that the Vendor shall not be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third-party. In addition to the foregoing, the Purchaser and Glacier agree to provide such information and assurances as required to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose consent or approval is sought in connection with the transactions contemplated herein to the extent that such information or assurances do not increase the benefit that such party possesses under section 178 the applicable contract. The Purchaser, Glacier and the Vendor shall cooperate with each other in connection with the making of FSMAany Filings in accordance with this Section 4.01(1), including providing copies of all such documents to the non-filing Party and (D) as promptly as reasonably practicable after its advisors prior to filing and implementing all reasonable additions, deletions or changes suggested in connection therewith. All reasonable costs and expenses incurred in connection with the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect Filings pursuant to this Agreement required under any other Applicable LawSection 4.01 shall be paid by the Purchaser and all reasonable costs and expenses incurred for obtaining the Consents shall be paid by the Vendor. The parties Vendor, Glacier and the Purchaser shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of Filing to be made pursuant to any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55transactions contemplated hereby.

Appropriate Action; Consents; Filings. (a) SellersSubject to the terms and conditions of this Agreement, the Company parties hereto will cooperate with each other and Purchaser shall use (and will cause their respective Subsidiaries to use) their respective reasonable best efforts to (i) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained consummate the transactions contemplated by Purchaser, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and to cause the consummation of conditions to the Transactions, and (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect Merger set forth in Article VI to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) be satisfied as promptly as reasonably practicable, including using reasonable best efforts to accomplish the following as promptly as reasonably practicable: (i) the obtaining of all actions or non-actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and other confirmations from any Governmental Authority or other Person that are or may become necessary, proper or advisable in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, connection with respect to this Agreement and the consummation of the Transactions transactions contemplated by 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 required under section 178 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 FSMAthe 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 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, -42- temporary restraining order or injunction 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 consummate the transactions contemplated by this Agreement, including the Merger, and (D) 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 after the date hereofpracticable, make all necessary filingsits respective filings under the HSR Act and any Antitrust Law as set forth on Section 6.1(d) of the Parent Disclosure Letter, and thereafter make any other required submissions, applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement Agreement, as promptly as practicable, but in no event later than as required by Law. Neither the Company nor Parent will withdraw any such filings or applications without the prior written consent of the other party. Parent shall pay all filing fees and other charges for the filings required under any other Applicable LawAntitrust Law by the Company and Parent. The parties shall promptly furnish Notwithstanding anything to each other all information required for the contrary contained in this Agreement, without the prior written consent of Parent, none of the Company or any application of its Subsidiaries or other filing under the rules and regulations of Affiliates will grant or offer to grant any Applicable Law accommodation or concession (financial or otherwise), or make any payment, to any third party in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance seeking or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject its consent to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. (a) SellersPromptly after the execution of this Agreement, each of Parent and the Company shall apply for or otherwise seek, and Purchaser shall use their its reasonable best efforts to (i) obtain from any Governmental Authorities any consentsobtain, licenses, permits, waivers, approvals, authorizations or orders all consents and approvals required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and it for the consummation of the TransactionsMerger. Without limiting the generality or effect of the foregoing, each of Parent and the Company shall, (ii) (Ai) as promptly soon as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen no later than ten (1510) Business Days after the date hereofof this Agreement, make all necessary filingsany initial filings required under the HSR Act and (ii) as promptly as practicable, and thereafter make any additional filings required by any other required submissionsapplicable Antitrust Laws. The parties hereto shall consult and cooperate with one another, afford one another (or one another's counsel) an opportunity to review in advance any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law; and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals; provided, however, that, with respect to this Agreement any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, each of Parent and the consummation Company need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the Transactions as required under section 178 of FSMAextent that any Law applicable to such party requires such party or the Company Subsidiaries to restrict or prohibit access to any such properties or information. Unless otherwise agreed, and (D) as promptly as to the extent reasonably practicable after the date hereofand permitted by applicable Law, make all necessary filings, and thereafter make no party shall have any other required submissions, material discussions or communications with any Governmental Entity with respect to the Transactions contemplated by this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations without, where practical, consulting with a representative of any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55party.

Appropriate Action; Consents; Filings. (a) Sellers, Each of the Company and Purchaser parties hereto shall use their reasonable best efforts to (i) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s make promptly its respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissionssubmissions 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 "FCC Application"). The parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated herein and to cause the conditions to the Forward Merger and, if a Restructuring Trigger has occurred, the Reverse Merger, in each case as set forth in Article VII to be satisfied (including using reasonable best 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 herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as reasonably possible; provided, however, that Buyer and FTH shall have the right to make all decisions concerning any divestiture commitments necessary to comply with the FCC's multiple ownership rules set forth at 47 C.F.R. Section 73.3555) as in effect on the date of this Agreement (the "FCC Multiple Ownership Rules"); provided, that Buyer and FTH shall 44 53 regularly consult with the Company during the processes referred to in this Section 6.3 and consider in good faith the views of the Company with respect thereto; and provided, further, that, in connection with the Merger, Buyer and FTH shall not seek a waiver of Section 73.3555 of the FCC's rules except for a temporary waiver of subsections (b), and (e) thereof for a period not to exceed twelve months from the Closing Date for television divestitures required in order to obtain the FCC Consent (as defined in Section 7.1(e) hereof) and, with respect to this Agreement subsection (d) thereof, in the FCC Application when it is filed, Buyer will (1) maintain that no waiver is required under any applicable Antitrust Lawsto permit it to own a newspaper and two television stations in the New York market, and (2) request in the alternative, if that position is rejected or a permanent waiver is not issued by the FCC, a temporary waiver to hold the two television stations and newspaper for a period not to extend beyond the date which is the later of (A) twelve months from the Closing Date and (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations conclusion of any Applicable Law in connection with then pending FCC rule making proceeding regarding 47 C.F.R. Section 73.3555(d); provided, that the Transactions. Each party hereto foregoing sentence shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction provisions of confidential informationsubsection (b) provide copies or, in below. Failure to obtain any of the case of non-written communications, details of any such communications with or from any Governmental Authority relating waivers set forth above shall not limit Buyer's obligations pursuant to such consents, licenses, permits, waivers, approvals authorizations or orders. 55subsection (b) below.

Appropriate Action; Consents; Filings. (a) SellersSubject to the terms and conditions of this Agreement (including the limitations set forth in Section 6.6), the Company and Purchaser shall parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated hereby and to cause the conditions to the First Merger set forth in Article VII to be satisfied, including using reasonable best efforts to accomplish the following: (i) obtain the obtaining of all necessary actions or non-actions, consents and approvals from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Purchaser, Sellers or other Persons necessary in connection with the Company, or any consummation of the Company’s respective Subsidiariestransactions contemplated hereby, respectivelyincluding the First Merger, 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 any action or proceeding by a Proceeding by, any Governmental Authority (including those or other Persons necessary in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 consummation of the WSL Rulestransactions contemplated hereby, including the First Merger; (ii) the defending of any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including the First Merger, performed or consummated by such party in connection accordance with the authorizationterms 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 reasonably necessary to consummate the First Merger and any other transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to carry out fully the consummation purposes of this Agreement. Without limiting the generality of the Transactionsforegoing, each of the parties hereto shall promptly make and (ii) (A) as promptly as reasonably practicable after not withdraw a filing under the date hereof, make all necessary filingsHSR Act, and thereafter make any other applications and filings as reasonably determined by the Company and Parent are required submissionsunder other applicable United States or foreign competition, antitrust, merger control or investment Laws (“Antitrust Laws”) with respect to this Agreement the transactions contemplated hereby 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 applicable Antitrust Laws, (B) as promptly as reasonably practicable after Law by the date hereof, make all necessary filings, Company and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55Parent.

Appropriate Action; Consents; Filings. (a) SellersSubject to the terms and conditions of this Agreement, the Company parties hereto will cooperate with each other and Purchaser shall use (and will cause their respective Subsidiaries to use) their respective reasonable best efforts to consummate the transactions contemplated by this Agreement and to cause the conditions to the Merger set forth in Article VI to be satisfied as promptly as reasonably practicable, including using reasonable best efforts to accomplish the following as promptly as reasonably practicable: (i) obtain the obtaining of all actions or non-actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods, and other confirmations from any Governmental Authorities any consentsAuthority or other Person that are or may become necessary, licenses, permits, waivers, approvals, authorizations proper or orders required to be obtained by Purchaser, Sellers or advisable in connection with the Company, or any consummation of the Company’s respective Subsidiariestransactions contemplated by this Agreement, respectivelyincluding 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 any action or proceeding by a Proceeding by, any Governmental Authority (including those or other Person in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 consummation of the WSL Rulestransactions 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 connection accordance with the authorizationterms 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 Agreement, including the Merger, and to carry out fully the consummation purposes of this Agreement. Each of the Transactionsparties hereto shall, in consultation and (ii) (A) cooperation with the other parties and as promptly as reasonably practicable after (and in no event later than ten (10) Business Days following the date hereofthat this Agreement is executed), make all necessary filingsand not withdraw (without the other parties’ consent) its respective filings under the HSR Act, and thereafter make any other required submissions, applications and filings as reasonably determined by the Company and Parent under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement 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 applicable Antitrust LawsLaw 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 any of its Subsidiaries or Affiliates will grant or offer to grant any accommodation or concession (B) as promptly as reasonably practicable after the date hereoffinancial or otherwise), make all necessary filings, and thereafter or make any other required submissionspayment, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law third party in connection with the Transactions. Each party hereto shall promptly seeking or obtaining its consent (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required such consent not to be obtained unreasonably withheld, conditioned or avoided pursuant to this Section 7.01(a), and (iidelayed) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55transactions contemplated by this Agreement.

Appropriate Action; Consents; Filings. 46 56 (a) Sellers, Each of the Company and Purchaser parties hereto shall use their reasonable best efforts to (i) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s make promptly its respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissionssubmissions 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 "FCC Application"). The parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated herein and to cause the conditions to the Forward Merger and, if a Restructuring Trigger has occurred, the Reverse Merger, in each case as set forth in Article VII to be satisfied (including using reasonable best 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 herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as reasonably possible; provided, however, that Buyer and FTH shall have the right to make all decisions concerning any divestiture commitments necessary to comply with the FCC's multiple ownership rules set forth at 47 C.F.R. Section 73.3555 as in effect on the date of this Agreement (the "FCC Multiple Ownership Rules"); provided that Buyer and FTH shall regularly consult with the Company during the processes referred to in this Section 6.3 and consider in good faith the views of the Company with respect thereto; and provided, further, that, in connection with the Merger, Buyer and FTH shall not seek a waiver of Section 73.3555 of the FCC's rules except for a temporary waiver of subsections (b) and (e) thereof for a period not to exceed twelve months from the Closing Date for television divestitures required in order to obtain the FCC Consent (as defined in Section 7.1(e) hereof) and, with respect to this Agreement subsection (d) thereof, in the FCC Application when it is filed, Buyer will (1) maintain that no waiver is required under any applicable Antitrust Lawsto permit it to own a newspaper and two television stations in the New York market, and (2) request in the alternative, if that position is rejected or a permanent waiver is not issued by the FCC, a temporary waiver to hold two television stations and a newspaper for a period not to extend beyond the date which is the later of (A) twelve months from the Closing Date and (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations conclusion of any Applicable Law in connection with then pending FCC rule making proceeding regarding 47 C.F.R. Section 73.3555(d); provided, that the Transactions. Each party hereto foregoing sentence shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction provisions of confidential informationsubsection (b) provide copies or, in below. Failure to obtain any of the case of non-written communications, details of any such communications with or from any Governmental Authority relating waivers set forth above shall not limit Buyer's obligations pursuant to such consents, licenses, permits, waivers, approvals authorizations or orders. 55subsection (b) below.

Appropriate Action; Consents; Filings. (a) Sellers, Each of the Company and Purchaser parties hereto shall use their reasonable best efforts to (i) obtain from any Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Purchaser, Sellers or the Company, or any of the Company’s make promptly its respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissionssubmissions 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 "FCC Application"). The parties hereto will use their respective reasonable best efforts to consummate and make effective the transactions contemplated herein and to cause the conditions to the Forward Merger and, if a Restructuring Trigger has occurred, the Reverse Merger, in each case as set forth in Article VII to be satisfied (including using reasonable best 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 herein), and will do so in a manner designed to obtain such regulatory clearance and the satisfaction of such conditions as expeditiously as reasonably possible; provided, however, that Buyer and FTH shall have the right to make all decisions concerning any divestiture commitments necessary to comply with the FCC's multiple ownership rules set forth at 47 C.F.R. Section 73.3555 as in effect on the date of this Agreement (the "FCC Multiple Ownership Rules"); provided, that Buyer and FTH shall regularly consult with the Company during the processes referred to in this Section 6.3 and consider in good faith the views of the Company with respect thereto; and provided, further, that, in connection with the Merger, Buyer and FTH shall not seek a waiver of Section 73.3555 of the FCC's rules except for a temporary waiver of subsections (b) and (e) thereof for a period not to exceed twelve months from the Closing Date for television divestitures required in order to obtain the FCC Consent (as defined in Section 7.1(e) hereof) and, with respect to this Agreement subsection (d) thereof in the FCC Application when it is filed, Buyer will (1) maintain that no waiver is required under any applicable Antitrust Lawsto permit it to own a newspaper and two television stations in the New York market, and (2) request in the alternative, if that position is rejected or a permanent waiver is not issued by the FCC, a temporary waiver to hold the two television stations and newspaper for a period not to extend beyond the date which is the later of (A) twelve months from the Closing Date and (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations conclusion of any Applicable Law in connection with then pending FCC rule making proceeding regarding 47 CFR Section 73.3555(d); provided that the Transactions. Each party hereto foregoing sentence shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction provisions of confidential informationsubsection (b) provide copies or, in below. Failure to obtain any of the case of non-written communications, details of any such communications with or from any Governmental Authority relating waivers set forth above shall not limit Buyer's obligations pursuant to such consents, licenses, permits, waivers, approvals authorizations or orders. 55subsection (b) below.

Appropriate Action; Consents; Filings. (a) SellersSubject to Section 5.3(c) hereof, the Company Seller and Purchaser shall use their respective reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to: (i) obtain from any Governmental Authorities Entities any consents, licenses, permits, waivers, approvals, authorizations authorizations, clearances or orders required (A) to be obtained by Purchaser, Sellers Seller or the Company, Purchaser or any of their respective Affiliates to consummate the Company’s respective Subsidiaries, respectively, transactions contemplated by this Agreement or (B) to avoid any action or proceeding by any Governmental Authority (including those in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) Entity in connection with the authorization, execution and delivery of this Agreement and to permit the consummation of the Transactions, and transactions contemplated hereby to occur as promptly as practicable; (ii) reasonably oppose, contest, appeal or otherwise seek to eliminate any impediment posed by any Governmental Entity that would delay or prevent the consummation of the transactions contemplated hereby; (Aiii) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissionssubmissions and any voluntary submissions that may support approvals by Governmental Entities, with respect to this Agreement required under any applicable Antitrust Laws, Law; and (Biv) as promptly as reasonably practicable after the date hereof, make obtain all necessary filingsconsents, waivers, approvals and thereafter make any other required submissions, authorizations of third parties. Seller and Purchaser shall cooperate with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the consummation of the Transactions as required under section 178 of FSMA, and (D) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with the Transactionsmaking of all filings referenced in the preceding sentence, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. Each party hereto Seller and Purchaser shall promptly (but have the right to review in advance, and, to the extent practicable and reasonable, each shall consult the other on, all the information relating to Seller or Purchaser, as the case may be, that appears in any case within two Business Days) (i) inform filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. Seller and Purchaser may, as each deems reasonably necessary or advisable, designate any competitively sensitive information provided to the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to under this Section 7.01(a)5.3(a) as available to “outside counsel and retained experts only.” Such information shall be given only to outside counsel of the recipient. In addition, Purchaser and (ii) notify Seller may redact any information from such documents shared with the other party upon becoming aware or its counsel that is not pertinent to the subject matter of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations filing or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55submission.

Appropriate Action; Consents; Filings. (a) SellersSubject to Section 5.03, each of Parent and the Company shall (and Parent shall cause each of its affiliates to) use its reasonable best efforts to consummate the Transactions and to cause the conditions set forth in Article VI and Annex II to be satisfied. Without limiting the generality of the foregoing, Parent shall (and shall cause Sub, the Guarantors and each of its and their applicable affiliates to) and the Company shall (and Purchaser shall cause each of the Company Subsidiaries to) use their its reasonable best efforts to (i) promptly obtain from any Governmental Authorities any consentsall actions or nonactions, licensesconsents (including Required Consents), permitsPermits (including Environmental Permits), waivers, approvals, authorizations and orders from Governmental Entities or orders required to be obtained by Purchaser, Sellers other persons necessary or the Company, or any of the Company’s respective Subsidiaries, respectively, or to avoid any action or proceeding by any Governmental Authority (including those advisable in connection with the Antitrust Laws, the PL Approval, the Football Association Approval and Rule 18.2 of the WSL Rules) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) (A) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Antitrust Laws, (B) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the PL Rules, the WSL Rules and the FA Rules, (C) as promptly as reasonably practicable, and in any event within fifteen ten (1510) Business 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 filings, and thereafter make any other required submissions, or advisable in connection with respect to this Agreement and the consummation of the Transactions as Transactions, including the filings required of the parties hereto or their “ultimate parent entities” under section 178 the HSR Act or any other Antitrust Law, and promptly make any further filings pursuant thereto that may be necessary or advisable, (iii) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of FSMAits affiliates is a party challenging or affecting this Agreement or the consummation of the Transactions, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (iv) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the Transactions, in each case until the issuance of a final, non-appealable order with respect thereto, (v) seek to resolve any objection or assertion by any Governmental Entity challenging this Agreement or the Transactions, and (Dvi) as promptly as reasonably practicable after the date hereof, make all execute and deliver any additional instruments necessary filings, and thereafter make any other required submissions, with respect or advisable to this Agreement required under any other Applicable Law. The parties shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any Applicable Law in connection with consummate the Transactions. Each party hereto shall promptly (but in any case within two Business Days) (i) inform the other if it becomes aware of any event, circumstance or condition that would be reasonably likely to prevent the obtaining of any consents, licenses, permits, waivers, approvals, authorizations or orders, or the avoidance of any actions or proceedings by any Governmental Authority required to be obtained or avoided pursuant to this Section 7.01(a), and (ii) notify the other party upon becoming aware of the obtaining of any such consents, licenses, permits, waivers, approvals, authorizations or orders, or avoidance of any such actions or proceedings and (subject to the redaction of confidential information) provide copies or, in the case of non-written communications, details of any such communications with or from any Governmental Authority relating to such consents, licenses, permits, waivers, approvals authorizations or orders. 55.