Common use of Authorizations and Consents Clause in Contracts

Authorizations and Consents. Each Credit Party shall have made all filings with Governmental Authorities and obtained all Governmental Authorizations, all consents of commercial vendors and all consents of other Persons set forth on Schedule 3.1(g), in each case that are necessary in connection with the transactions contemplated by the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents (including all shareholder approvals required by the New York Stock Exchange or Delaware law to permit the closing of the Transactions on the terms and conditions set forth in the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents) and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent other than, with respect to the Registration Rights Agreement, the filings, consents and Governmental Authorizations that are contemplated to be obtained thereunder in connection with the registration, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents). All consents required pursuant to the preceding sentence and obtained as of the Effective Date are set forth on Schedule 3.1(g). All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired other than, with respect to the Registration Rights Agreement, the waiting periods that are contemplated thereunder in connection with the registration, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents).

Authorizations and Consents. Each Credit Party shall have made all filings with Governmental Authorities and obtained all Governmental Authorizations, all consents of commercial vendors and all consents of other Persons set forth on Schedule 3.1(g), in each case that are necessary in connection with the transactions contemplated by the Credit Documents, the Second First Lien Credit Documents and the Third Second Lien Credit Documents (including all shareholder approvals required by the New York Stock Exchange NYSE or Delaware law to permit the closing of the Transactions on the terms and conditions set forth in the Credit Documents, the Second First Lien Credit Documents and the Third Second Lien Credit Documents) and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent Note Agent, other than, with respect to the Registration Rights Agreement, the filings, consents and Governmental Authorizations that are contemplated to be obtained thereunder in connection with the registration, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents)Securities. All consents required pursuant to the preceding sentence and obtained as of the Effective Date are set forth on Schedule 3.1(g). All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents, the Second First Lien Credit Documents and the Third Second Lien Credit Documents and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired other than, with respect to the Registration Rights Agreement, the waiting periods that are contemplated thereunder in connection with the registration, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents)Securities.

Authorizations and Consents. (a) Each Credit Party party hereto shall take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and shall use all reasonable commercial efforts to obtain, as promptly as practicable, (i) all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for such party's execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Operative Documents, and (ii) all approvals and consents (including those approvals, consents and authorizations specified in Schedule 4.23) required under all Contracts to which the GP, U.S. Propane, NewLP or any of the Venturers is a party (including all Contracts involving Indebtedness) to consummate the transactions contemplated hereby. Each party will cooperate fully (including by providing all information the other party reasonably requests, subject to any confidentiality agreement (other than any confidentiality agreement exclusively between or among one or more of the parties to this Agreement) to which the party may be subject (and such party will use its reasonable commercial efforts to limit the applicability of any such confidentiality agreement to the extent reasonably practicable, including by (1) obtaining a waiver thereof or (2) obtaining assurances from the requesting party that such information will remain confidential)) with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. To the extent that the parties hereto mutually agree that filings under the HSR Act are necessary or appropriate, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five Business Days after the date of this Agreement, use their commercially reasonable efforts to cause the waiting period under the HSR Act to expire as quickly as possible and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, no party hereto shall have made all filings with any obligation to dispose of, hold separate or otherwise restrict its enjoyment of any of their assets or properties in order to obtain requisite approvals pursuant to the HSR Act. (b) Each party hereto shall promptly inform the other party of any communication from any Governmental Authorities and obtained all Governmental Authorizations, all consents Authority regarding any of commercial vendors and all consents of other Persons set forth on Schedule 3.1(g), in each case that are necessary in connection with the transactions contemplated by the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents (including all shareholder approvals required by the New York Stock Exchange this Agreement. If any party or Delaware law to permit the closing of the Transactions on the terms and conditions set forth in the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents) and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent other than, Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Registration Rights Agreementtransactions contemplated hereby, the filingsthen such party will endeavor in good faith to make, consents and Governmental Authorizations that are contemplated or cause to be obtained thereunder in connection made, as soon as reasonably practicable and after consultation with the registrationother party, offer and sale of the Transfer Restricted Securities (as defined an appropriate response in the Third Lien Documents). All consents required pursuant to the preceding sentence and obtained as of the Effective Date are set forth on Schedule 3.1(g). All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents and no action, request for stay, petition for review or rehearing, reconsideration, or appeal compliance with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired other than, with respect to the Registration Rights Agreement, the waiting periods that are contemplated thereunder in connection with the registration, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents)such request.

Authorizations and Consents. (a) Each Credit Party party hereto shall have made use its reasonable best efforts to obtain all filings with Governmental Authorities authorizations, consents, orders and obtained approvals of all Governmental Authorizationsgovernmental and regulatory authorities and officials and of all third parties that may be or become necessary for the performance of its obligations under this Agreement (including, all consents of commercial vendors and all consents of other Persons set forth on Schedule 3.1(g)without limitation, in each case that are necessary in connection with the transactions contemplated by the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents (including all shareholder any approvals required by for the New York Stock Exchange or Delaware law to permit the closing of the Transactions on the terms and conditions set forth in the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents) and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent other than, with respect transfer to the Registration Rights Agreement, the filings, consents and Governmental Authorizations that are contemplated to be obtained thereunder in connection with the registration, offer and sale Partnership of the Transfer Restricted Securities (as defined in the Third Lien Documents). All consents required pursuant to the preceding sentence and obtained as of the Effective Date are set forth on Schedule 3.1(g). All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing MediaNews Permits, the Donrey Permits, the Gannett Permits or any contract, lease or other instrument included within the MediaNews Assets, Donrey Assets or Gannett Assets) and will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals. (b) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any contract, lease, license or other agreement to which the MediaNews Parties, DR Partners or Gannett is a party, or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof. The MediaNews Parties, DR Partners and Gannett will use reasonable efforts to obtain the consent of the other parties to any such contract, lease, license or other agreement for the assignment thereof to the Partnership. If such consent is not obtained prior to the Closing, or if an attempted assignment thereof would be pendingineffective or would adversely affect the rights of the Partnership thereunder so that the Partnership would not in fact receive all such rights, the MediaNews Parties, DR Partners and/or Gannett, as the case may be, and the time Partnership will cooperate to achieve a mutually agreeable arrangement under which the Partnership would obtain the benefits and assume the obligations thereunder from and after the Closing Date in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Partnership, or under which the MediaNews Parties, DR Partners and/or Gannett, as the case may be, would enforce for any applicable agency to take action to set aside its consent on its own motion shall have expired other thanthe benefit of the Partnership, with respect the Partnership assuming the MediaNews Parties, DR Partners and/or Gannett, as the case may be, obligations thereunder and any and all rights of the MediaNews Parties, DR Partners and/or Gannett, as the case may be, against a third party thereto. The MediaNews Parties, DR Partners and/or Gannett, as the case may be, will pay promptly to the Registration Rights AgreementPartnership when received all monies received by it after the Closing Date under any such contract, lease, license or other agreement or any claim or right of any benefit arising thereunder to the waiting periods extent that are contemplated thereunder in connection with the registration, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents)Partnership would be entitled thereto pursunt hereto.

Authorizations and Consents. (a) Each Credit Party hereto shall take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and shall use all commercially reasonable best efforts to obtain, as promptly as practicable, (i) all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for such party's execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Other Transaction Documents, and (ii) all approvals and consents (including those approvals, consents and authorizations specified in Schedule 3.25 (with respect to the Heritage Parties) and Schedule 4.25) (with respect to La Grange) required under all Contracts to which the La Grange Entities or the Heritage Entities is a party to consummate the transactions contemplated hereby. Each Party will cooperate fully (including by providing all information the other Party reasonably requests) with the other Parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each Party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as soon as reasonably practicable after the date hereof, but in no event later than five (5) business days following the execution of this Agreement, use their commercially reasonable efforts to cause the waiting period under the HSR Act to expire as quickly as possible and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding the foregoing, no Party shall have made all filings with any obligation to dispose of, hold separate or otherwise restrict its enjoyment of any of their assets or properties. (b) Each Party hereto shall promptly inform the other Parties of any communication from any Governmental Authorities and obtained all Governmental Authorizations, all consents Authority regarding any of commercial vendors and all consents of other Persons set forth on Schedule 3.1(g), in each case that are necessary in connection with the transactions contemplated by the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents (including all shareholder approvals required by the New York Stock Exchange this Agreement. If any Party or Delaware law to permit the closing of the Transactions on the terms and conditions set forth in the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents) and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent other than, Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the Registration Rights Agreementtransactions contemplated hereby, the filingsthen such Party will endeavor in good faith to make, consents and Governmental Authorizations that are contemplated or cause to be obtained thereunder in connection made, as soon as reasonably practicable and after consultation with the registrationother party, offer and sale of the Transfer Restricted Securities (as defined an appropriate response in the Third Lien Documents). All consents required pursuant to the preceding sentence and obtained as of the Effective Date are set forth on Schedule 3.1(g). All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents and no action, request for stay, petition for review or rehearing, reconsideration, or appeal compliance with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired other than, with respect to the Registration Rights Agreement, the waiting periods that are contemplated thereunder in connection with the registration, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents)such request.

Authorizations and Consents. Each Credit Party shall have made use commercially reasonable efforts to obtain all authorizations, consents, orders, and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including those pertaining to Governmental Approvals) that may be or become necessary for its execution and delivery of, and the performance of its obligations under, this Agreement and will cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings. Without limiting the foregoing, Buyer and Seller shall, and Seller shall cause the Company to, make all filings with the Governmental Authorities Entities listed on Items 3 and obtained 8 of Section 3.5 of the Disclosure Schedule as promptly as practicable, and in any event, within seven (7) Business Days after the date of this Agreement. The Parties hereto shall have the right to review in advance all filings made with a Governmental AuthorizationsEntity as contemplated herein and shall cooperate in good faith on the form and substance of such filings. Each Party shall keep the other apprised in a prompt manner of the status and substance of any communications with, all consents of commercial vendors and all consents of other Persons set forth on Schedule 3.1(g)inquiries or requests for additional information from, in each case that are necessary any Governmental Entity in connection with the transactions contemplated by this Agreement or the Credit other Transaction Documents. The Parties shall promptly respond to such inquiries or requests for additional information made by any Governmental Entity, the Second Lien Credit Documents and the Third Lien Documents (including all shareholder approvals required by the New York Stock Exchange use their respective commercially reasonable efforts to participate in any hearings, settlement proceedings or Delaware law to permit the closing of the Transactions on the terms and conditions set forth in the Credit Documents, the Second Lien Credit Documents and the Third Lien Documents) and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent other than, Actions ordered with respect to the Registration Rights transactions contemplated by this Agreement, the and use their respective commercially reasonable efforts to cause all filings, applications, registrations, consents and Governmental Authorizations that are authorizations required for the consummation of the transactions contemplated by this Agreement to be obtained thereunder at the earliest practicable date after the date of applicable filing. The Parties shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement which appear in any filings, applications, registrations, consents and authorizations made in connection with such transactions and the submitting Party shall consider in good faith any revisions reasonably requested by the reviewing Party. No Party shall participate in any formal or substantive in-person meeting or telephone conference or discussion with any Governmental Entity in connection with any filings, applications, registrations, consents or authorizations made in connection with the registration, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents). All consents required pursuant to the preceding sentence and obtained as of the Effective Date are set forth on Schedule 3.1(g). All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by this Agreement unless it consults with the Credit Documentsother Party in advance and, the Second Lien Credit Documents and the Third Lien Documents and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired other than, with respect to the Registration Rights Agreementextent permitted by such Governmental Entity, gives the waiting periods that are contemplated thereunder other Party the opportunity to attend and participate in connection with the registrationsuch meeting, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents)conference or discussion.

Authorizations and Consents. Each Credit Party shall have made all filings with Governmental Authorities and obtained all Governmental Authorizations, all consents of commercial vendors and all consents of other Persons set forth on Schedule 3.1(g), in each case that are necessary in connection with the transactions contemplated by the Credit Documents, the Second First Lien Credit Documents and the Third Lien Documents (including all shareholder approvals required by the New York Stock Exchange or Delaware law to permit the closing of the Transactions on the terms and conditions set forth in the Credit Documents, the Second First Lien Credit Documents and the Third Lien Documents) and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent other than, with respect to the Registration Rights Agreement, the filings, consents and Governmental Authorizations that are contemplated to be obtained thereunder in connection with the registration, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents). All consents required pursuant to the preceding sentence and obtained as of the Effective Date are set forth on Schedule 3.1(g). All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents, the Second First Lien Credit Documents and the Third Lien Documents and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired other than, with respect to the Registration Rights Agreement, the waiting periods that are contemplated thereunder in connection with the registration, offer and sale of the Transfer Restricted Securities (as defined in the Third Lien Documents).