Common use of Commercially Reasonable Efforts; Further Assurances Clause in Contracts

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, they will each use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. The Sellers and the Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in the Buyer (or, in the case of the Maryland Assets, Maryland LLC) good and marketable title to the Purchased Assets and the Maryland Shares. The Buyer and Seller will cooperate in good faith and use commercially reasonable efforts to obtain the consents, effectuate the transfers and consummate the contract renewals contemplated in this Agreement before and after the Closing provided that such consents, transfers or renewals shall be free from any materially adverse conditions (in the reasonable judgment of the Buyer) and provided that the Buyer shall not be obliged to take any action and none of the Sellers shall take any action that may adversely affect the Buyer, the Systems or any Purchased Asset. (b) The Sellers each hereby constitute and appoint, effective as of the Closing Date, the Buyer and its successors and assigns as their true and lawful attorney with full power of substitution in the name of the Buyer, or in their name but for the benefit of the Buyer, (i) to collect for the account of the Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which the Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. The Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, they Buyer and Seller will each use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. The Sellers Seller and Buyer agree, and Seller, prior to the Buyer Closing, and Buyer, after the Closing, agree to cause the Company to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten (10) Business Days of the Signing Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Buyer shall pay all filing fees required to be paid in connection with the filings contemplated by this Section 7.01(b). (c) Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to vest obtain any such actions, consents, approvals or waivers. For the avoidance of doubt, Seller shall not be required to make any payments in connection with seeking the consent, approval, waiver or other action of any parties to any such material contracts. (d) In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall (ori) use commercially reasonable efforts to satisfy as promptly as practicable all conditions, undertakings and requirements as may be necessary or appropriate to obtain expeditiously all consents, authorizations, orders and approvals from Governmental Authorities that may be required in connection with the transactions contemplated by this Agreement, (ii) subject to Applicable Law relating to the sharing of information, furnish the other Party with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (A) prepared by or on behalf of such Party for any Governmental Authority and affording the other Party opportunity to comment and participate in responding, where appropriate, and (B) received by or on behalf of such Party from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval and (iii) use commercially reasonable efforts to consult with and keep the other Party informed as to the status of such matters. No Party shall meet or engage in material conversations with any Governmental Authority or representative of such Governmental Authority in connection with obtaining any such consent, authorization, order and approval unless it consults with the other Party in advance and, to the extent not precluded by Applicable Law or regulation or exempted by this Agreement, offers the other Party the opportunity to participate in such meeting or conversation. Seller and Buyer shall not, and shall cause their respective Affiliates (including, in the case of Seller and the Maryland AssetsCompany) not to, Maryland LLCtake or cause to be taken any action that it is aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of any consent, authorization, order or approval of any Governmental Authorities referred to in this Section 7.01(d). (e) good and marketable title Notwithstanding anything to the Purchased Assets and the Maryland Shares. The Buyer and Seller will cooperate in good faith and use commercially reasonable efforts to obtain the consents, effectuate the transfers and consummate the contract renewals contemplated contrary in this Agreement before Agreement, in no event shall Buyer, Seller or any of their respective Affiliates be required, in connection with any demand by any Governmental Authority or otherwise, to agree or commit to (i) divest, hold separate, offer for sale, abandon, limit its operation of, or take similar action with respect to any assets (tangible or intangible) or any business interest of any of them (including with respect to the Company and its Subsidiaries), or (ii) any restrictions or actions that after the Closing provided that such consents, transfers or renewals shall be free from any materially adverse conditions (in Date would limit the reasonable judgment freedom of Buyer to operate the Buyer) Company and provided that the Buyer shall not be obliged to take any action and none of the Sellers shall take any action that may adversely affect the Buyer, the Systems or any Purchased Asset. (b) The Sellers each hereby constitute and appoint, effective its Subsidiaries as of the Closing Date, the Buyer and its successors and assigns as their true and lawful attorney with full power of substitution in the name of the Buyer, or in their name but for the benefit of the Buyer, (i) to collect for the account of the Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which the Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. The Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, they Buyer and the Sellers will each use their commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. The [; provided, however, that the failure of the Sellers to deliver any non-disturbance agreements as set forth in Section 2.07(c)(v) shall not constitute a breach by the Sellers if obtaining such agreements would require the Sellers to expend funds except for the payment of counsel fees and other similar ministerial expenses] (45). (b) [In furtherance and not in limitation of Section 7.01(a), Buyer and the Buyer Sellers agree to execute make appropriate filings pursuant to applicable Antitrust Laws, including a Notification and deliver such other documents, certificates, agreements Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five (5) Business Days after the date hereof and other writings to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take such all other commercially reasonable actions (but not involving the sale of any assets) necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as may be necessary or desirable in order to consummate or implement expeditiously soon as practicable. Buyer and the Sellers shall each pay one-half (1/2) of all HSR Act filing fees, irrespective of whether the transactions contemplated by this Agreement are consummated.](46) (c) Also in furtherance and to vest not in the limitation of Section 7.01(a), Buyer (or, in the case of the Maryland Assets, Maryland LLC) good and marketable title to the Purchased Assets and the Maryland Shares. The Buyer Licensees and Seller will cooperate Xxxxxxxx shall each prepare and file with the FCC as soon as practicable but in good faith no event later than ten (10) Business Days after the date hereof the requisite applications (the “FCC Application”) and use commercially other necessary instruments or documents requesting the FCC Consent and thereupon prosecute such applications with all reasonable efforts diligence to obtain the consentsrequisite FCC Consent; provided, effectuate however, except as provided in the transfers following sentence, neither Buyer nor Xxxxxxxx nor the Sellers shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer and consummate the contract renewals Sellers shall each pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated in hereby, irrespective of whether the transactions contemplated by this Agreement before are consummated. Buyer and after the Closing provided that Sellers shall each oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such consents, transfers petition or renewals shall be free from any materially adverse conditions (in objection relates to such party. Neither the reasonable judgment of the Buyer) and provided that the Sellers nor Buyer shall not be obliged take any intentional action that would, or intentionally fail to take any action the failure of which to take would, reasonably be expected to have the effect of materially delaying the receipt of the FCC Consent. Buyer and none of the Sellers shall take each promptly enter into customary tolling or other arrangements if necessary and requested by the FCC to resolve any action that may adversely affect complaints with the Buyer, the Systems or FCC relating to any Purchased Asset. (b) The Sellers each hereby constitute and appoint, effective as of the Closing DateFCC Licenses, the Buyer and its successors and assigns as their true and lawful attorney with full power of substitution in the name of the Buyer, or in their name but for the benefit of the Buyer, (i) to collect for the account of the Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which the Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. The Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.and,

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, they Buyer and the Young Entities will each use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. The Sellers ; provided that notwithstanding anything to the contrary contained in this Agreement, except as set forth on Schedule 4.06, neither Buyer nor any of its Affiliates shall be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), divest itself of, or limit the ownership or operations of all or any portion of its businesses, assets or operations. (b) In furtherance and not in limitation of Section 7.01(a), each of Buyer and the Buyer agree Young Entities agrees to execute make appropriate filings pursuant to applicable Antitrust Laws, including a Notification and deliver such other documents, certificates, agreements Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within fifteen (15) Business Days after the date hereof and other writings to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take such all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as may be necessary or desirable in order soon as practicable. Buyer shall pay all HSR Act filing fees relating to consummate or implement expeditiously the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. (c) Also in furtherance and to vest not in the limitation of Section 7.01(a), Buyer (or, in the case of the Maryland Assets, Maryland LLC) good and marketable title to the Purchased Assets and the Maryland Shares. The Buyer Young Entities shall prepare and Seller will cooperate file with the FCC as soon as practicable but in good faith no event later than fifteen (15) Business Days after the execution of this Agreement, the requisite applications (the "FCC Applications") and use commercially other necessary instruments or documents requesting the FCC Consent and thereupon prosecute such applications with all reasonable efforts diligence to obtain the consentsrequisite FCC Consent; provided, effectuate however, except as provided in the transfers following sentence, neither Buyer nor the Young Entities shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer shall pay one-half (1/2) and consummate Sellers shall pay one-half (1/2) of the contract renewals FCC filing fees relating to the transactions contemplated in hereby, irrespective of whether the transactions contemplated by this Agreement before are consummated. Buyer and after the Closing provided that Young Entities each shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such consents, transfers petition or renewals shall be free from any materially adverse conditions (in the reasonable judgment of the Buyer) and provided that the Buyer objection relates to such party. The parties hereto shall not be obliged take any intentional action that would, or intentionally fail to take any action and none which such action or failure to take such action would reasonably be expected to have the effect of materially delaying the receipt of the Sellers shall take any action that may adversely affect the Buyer, the Systems or any Purchased Asset. (b) The Sellers each hereby constitute and appoint, effective as of the Closing Date, the Buyer and its successors and assigns as their true and lawful attorney with full power of substitution in the name of the Buyer, or in their name but for the benefit of the Buyer, (i) to collect for the account of the Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which the Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. The Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.FCC

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, they Buyer and the Seller will each use commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things efforts reasonably necessary or desirable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. The Sellers . (b) In furtherance and not in limitation of Section 7.01(a), Buyer, LIN Companies, and the Seller shall, and the Seller shall use reasonable best efforts to cause Vxxxxxx and WTGS TV, pursuant to the Option Exercise Agreement, and the LIN Companies, pursuant to the Merger Agreement, to, prepare and file with the FCC as soon as practicable but in no event later than five (5) Business Days after the date hereof the requisite applications (collectively, the “FCC Application) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application with all reasonable diligence to obtain the requisite FCC Consent; provided, that, except as set forth in the following sentence, neither Buyer agree nor the Seller shall be required to execute pay consideration to any third party to obtain the FCC Consent. Buyer and deliver the Seller shall each pay one-half (1/2) of the FCC filing fees relating to the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer, LIN Companies, and the Seller shall, and the Seller shall use reasonable best efforts to cause Vxxxxxx and WTGS TV, pursuant to the Option Exercise Agreement, and the LIN Companies, pursuant to the Merger Agreement, to, each oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. Except as set forth on Schedule 7.01, neither the Seller, LIN Companies, nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent. To the extent necessary, the Seller shall, and use reasonable best efforts to cause Vxxxxx to, promptly enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and, subject to the indemnification obligation set forth in Section 12.03(a)(iii), Buyer shall accept liability in connection with any enforcement Action by the FCC with respect to such complaints as part of such tolling or other arrangement provided that it is understood and agreed that Buyer shall be entitled to indemnification from any such liability under Section 12.03(a)(iii) as if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and the Seller shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI. (c) Within five (5) Business Days after the date of this Agreement, Buyer, LIN Companies, and the Seller shall, and the Seller shall use reasonable best efforts to cause Vxxxxxx and WTGS TV, pursuant to the Option Exercise Agreement, and the LIN Companies, pursuant to the Merger Agreement, to, make all required filings (if necessary) with the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. Expiration or termination of any applicable waiting period under the HSR Act is referred to herein as the “HSR Clearance”. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one-half (1/2) by each the Buyer and the Seller. (d) In connection with the efforts referenced in Section 7.01(a), and Section 7.01(b), to obtain the FCC Consent and HSR Clearance (if necessary), Buyer, LIN Companies, and the Seller shall (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, and (ii) keep the other party informed in a timely manner and in all material respects of any material communication received by such party from, or given by such party, to the FCC, FTC, DOJ or any other Governmental Authority (including the provision of copies of any pleadings, documents, or other communications exchanged with the FCC, FTC, DOJ or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby), (iii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, FTC, DOJ and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby, and (iv) consult with each other in advance of and be permitted to attend any meeting or conference with, the FCC, FTC, DOJ or any such other documentsGovernmental Authority or, certificatesin connection with any proceeding by a private party, agreements with any other Person, in each case regarding any of the transactions contemplated by this Agreement. (e) The Seller and other writings and Buyer shall cooperate with one another (a) in determining whether any Action by or in respect of, or filing with, any Governmental Authority is required, or any Actions, consents, approvals or waivers are required to take such other actions as may be necessary or desirable obtained from parties to any Assumed Contracts, in order to consummate or implement expeditiously connection with the consummation of the transactions contemplated by this Agreement and to vest (b) in the Buyer (ortaking such actions or making any such filings, furnishing information required in the case of the Maryland Assets, Maryland LLC) good connection therewith and marketable title to the Purchased Assets and the Maryland Shares. The Buyer and Seller will cooperate in good faith and use commercially reasonable efforts seeking timely to obtain the any such actions, consents, effectuate the transfers and consummate the contract renewals contemplated in this Agreement before and after the Closing provided that such consentsapprovals or waivers; provided, transfers or renewals shall be free from any materially adverse conditions (in the reasonable judgment of the Buyer) and provided that the Seller and Buyer shall not be obliged required to take pay consideration to obtain any action and none of the Sellers shall take any action that may adversely affect the Buyersuch consent, the Systems approval or any Purchased Assetwaiver. (b) The Sellers each hereby constitute and appoint, effective as of the Closing Date, the Buyer and its successors and assigns as their true and lawful attorney with full power of substitution in the name of the Buyer, or in their name but for the benefit of the Buyer, (i) to collect for the account of the Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which the Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. The Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, they Buyer, Parent and Sellers will each use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. The ; provided that notwithstanding anything to the contrary contained in this Agreement, except as set forth on Disclosure Schedule Section 4.06, neither Buyer nor any of its Affiliates shall be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), divest itself of, or limit the ownership or operations of all or any portion of its businesses, assets or operations. (b) In furtherance and not in limitation of Section 7.01(a), each of Buyer, Parent and Sellers agrees to make appropriate filings pursuant to applicable Antitrust Laws, including a Notification and Report Form pursuant to the Buyer agree HSR Act with respect to execute the transactions contemplated hereby within ten (10) Business Days after the date hereof and deliver such other documents, certificates, agreements to supply as promptly as practicable any additional information and other writings documentary material that may be requested pursuant to the HSR Act and to take such all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as may be necessary or desirable in order soon as practicable. Buyer shall pay all HSR Act filing fees relating to consummate or implement expeditiously the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. (c) Also in furtherance and not in limitation of Section 7.01(a), Buyer, Parent and Sellers shall prepare and file with the FCC as soon as practicable but in no event later than one Business Day after the execution of this Agreement, the requisite applications (the “FCC Applications”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute such applications with all reasonable diligence to vest obtain the requisite FCC Consent; provided, however, except as provided in the following sentence, none of Buyer, Parent or Sellers shall be required to pay consideration to any third party to obtain the FCC Consent. Buyer shall pay one-half (or, in the case 1/2) and Sellers shall pay one-half (1/2) of the Maryland Assets, Maryland LLC) good and marketable title FCC filing fees relating to the Purchased Assets transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer, Parent and Sellers each shall oppose any petitions to deny or other objections filed with respect to the Maryland SharesFCC Applications to the extent such petition or objection relates to such party. The Buyer parties hereto shall not take any intentional action that would, or intentionally fail to take any action which such action or failure to take such action would reasonably be expected to, have the effect of materially delaying the receipt of the FCC Consent. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and Seller will cooperate no party shall have terminated this Agreement under Article XI, the parties hereto shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any party to exercise its rights under Article XI. (d) In connection with the efforts referenced in good faith Section 7.01(a), Section 7.01(b) and Section 7.01(c) to obtain (i) all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law and (ii) the FCC Consent, Buyer, Parent and each of the Sellers shall use its commercially reasonable efforts to obtain the consents, effectuate the transfers (A) cooperate in all respects with each other in connection with any filing or submission and consummate the contract renewals contemplated in this Agreement before and after the Closing provided that such consents, transfers connection with any investigation or renewals shall be free from any materially adverse conditions (in the reasonable judgment of the Buyer) and provided that the Buyer shall not be obliged to take any action and none of the Sellers shall take any action that may adversely affect the Buyer, the Systems or any Purchased Asset. (b) The Sellers each hereby constitute and appoint, effective as of the Closing Date, the Buyer and its successors and assigns as their true and lawful attorney with full power of substitution in the name of the Buyer, or in their name but for the benefit of the Buyer, (i) to collect for the account of the Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which the Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. The Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powersother inquiry, including any amounts payable proceeding initiated by a private party, (B) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), the FCC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party and (C) permit the other party to review any material communication given by it to, and consult with each other in advance of and be permitted to attend any meeting or conference with, the FTC, the DOJ, the FCC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the transactions contemplated by this Agreement. For purposes of this Agreement, “Antitrust Laws” means the Xxxxxxx Act, as interest in respect thereofamended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, they Buyer and Seller will each use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. The Sellers ; provided that notwithstanding anything to the contrary contained in this Agreement, neither Buyer nor any of its Affiliates shall be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), divest itself of, or limit the ownership or operations of all or any portion of its businesses, assets or operations. (b) Also in furtherance and not in limitation of Section 7.01(a), Buyer and the Buyer agree to execute Seller shall prepare and deliver such other documentsfile with the FCC as soon as practicable but in no event later than fifteen (15) Business Days after the execution of this Agreement, certificates, agreements the requisite applications (the “FCC Applications”) and other writings necessary instruments or documents requesting the FCC Consent and thereupon prosecute such applications with all reasonable diligence to take such other actions as may obtain the requisite FCC Consent; provided, however, neither Buyer nor the Seller shall be necessary required to pursue any course of action that would have a Material Adverse Effect on Buyer or desirable in order Seller, respectively. Buyer shall pay one-half (1/2) and Seller shall pay one-half (1/2) of the FCC filing fees relating to consummate or implement expeditiously the transactions contemplated hereby, irrespective of whether the transactions contemplated by this Agreement and to vest in the Buyer (or, in the case of the Maryland Assets, Maryland LLC) good and marketable title to the Purchased Assets and the Maryland Sharesare consummated. The Buyer and Seller will cooperate each shall oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to such party. The parties hereto shall not take any intentional action that would, or intentionally fail to take any action which such action or failure to take such action would reasonably be expected to have the effect of materially delaying the receipt of the FCC Consent. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and no party shall have terminated this Agreement under Article XI, the parties hereto shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any party to exercise its rights under Article XI. (c) In connection with the efforts referenced in good faith Sections 7.01(a) and 7.01(b) to obtain the FCC Consent, Buyer and Seller shall use commercially reasonable efforts to obtain (A) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (B) keep the consentsother party informed in all material respects of any material communication received by such party from, effectuate or given by such party to, if and to the transfers and consummate extent applicable, the contract renewals contemplated in this Agreement before and after Federal Trade Commission (the Closing provided that such consents“FTC”), transfers or renewals shall be free from any materially adverse conditions (in the reasonable judgment Antitrust Division of the BuyerDepartment of Justice (the “DOJ”), the FCC or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party and (C) permit the other party to review any material communication given by it to, and provided that consult with each other in advance of and be permitted to attend any meeting or conference with, if and to the Buyer shall not be obliged to take extent applicable, the FTC, the DOJ, the FCC or any action and none such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, in each case regarding any of the Sellers shall take any action that may adversely affect transactions contemplated by this Agreement. For purposes of this Agreement, “Antitrust Laws” means the BuyerSxxxxxx Act, as amended, the Systems Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, Laws that are designed or any Purchased Assetintended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (bd) The Sellers each hereby constitute and appointAt Buyer’s request, effective as Seller shall provide its written permission, pursuant to Section 73.3517 of the Closing DateFCC’s rules, for Buyer to file in its own name applications to modify the Buyer and its successors and assigns as their true and lawful attorney with full power of substitution in the name digital television construction permits of the Stations to specify the basic technical parameters of the Stations’ as constructed and operating under their initial Digital Television Broadcast Special Temporary Authorities, as extended by the FCC (“DTV Modification Applications”) or at some other power level or antenna height as may be determined by Buyer. The DTV Modification Applications, or in their name but if filed, will state that implementation thereof is contingent on consummation of the acquisition of the Stations by Buyer. Buyer will be responsible for the benefit of the Buyer, (i) to collect for the account of the Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which the Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. The Buyer shall be entitled to retain for its own account any amounts collected pursuant costs related to the foregoing powers, including any amounts payable as interest in respect thereof.DTV Modification Applications

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, they Buyer and Seller will each use their commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary or desirable under applicable laws and regulations Law to consummate the transactions contemplated by this Agreement. The Sellers . (b) In furtherance and not in limitation of Section 7.01(a), Buyer and Seller shall cooperate to prepare and file with the Buyer FCC as soon as practicable but in no event later than ten (10) Business Days after the date hereof (or such later period as the parties may agree to execute and deliver such other documents, certificates, agreements to) the requisite applications (the “FCC Application”) and other writings necessary instruments or documents requesting the FCC Consent and thereupon prosecute such applications with all reasonable diligence to obtain the requisite FCC Consent. Buyer and Seller shall each pay one-half (1/2) of the FCC application processing fees for the FCC Application. Buyer and Seller shall each oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. Neither Seller nor Buyer shall take any intentional action that would, or intentionally fail to take such other actions as may any action the failure of which to take would, reasonably be necessary expected to have the effect of materially delaying the receipt of the FCC Consent. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and Seller shall each jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of either party to exercise its rights under Article XI. (c) Neither Seller nor Buyer shall take any action, or desirable in order fail to consummate take any action which would reasonably be expected to, prevent or implement expeditiously interfere with the successful prosecution of the FCC Application or the consummation of the transactions contemplated by this Agreement and to vest in or the Buyer (orAncillary Agreements, in or which is or would be inconsistent with the case FCC Application or the consummation of the Maryland Assets, Maryland LLC) good and marketable title to the Purchased Assets and the Maryland Shares. The Buyer and Seller will cooperate in good faith and use commercially reasonable efforts to obtain the consents, effectuate the transfers and consummate the contract renewals transactions contemplated in by this Agreement before and after the Closing provided that such consents, transfers or renewals shall be free from any materially adverse conditions (in the reasonable judgment of the Buyer) and provided that the Buyer shall not be obliged to take any action and none of the Sellers shall take any action that may adversely affect the Buyer, the Systems or any Purchased AssetAgreement. (bd) The Sellers each hereby constitute and appointBuyer shall use its commercially reasonable best efforts to have sufficient cash, effective as available lines of credit or other sources of funds (e.g., the Winning Bid Funds) to enable it to make the timely payment of the Closing DatePurchase Price and any other amounts to be paid by it in accordance with this Agreement and the Ancillary Agreements, as the Buyer and its successors and assigns as their true and lawful attorney with full power of substitution in case may be, at the name of the Buyer, or in their name but for the benefit of the Buyer, (i) to collect for the account of the Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings which the Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. The Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereofClosing.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, they will each from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Parties hereto shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable under applicable laws and regulations advisable to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement (including the satisfaction, but not waiver, of the Closing conditions set forth in Article IX), and in the case of the Acquired Companies, all things as reasonably requested by the Purchaser. The Sellers and the Buyer agree to Parties hereto shall execute and deliver deliver, or cause to be executed and delivered, such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Acquired Entities shall use their commercially reasonable efforts to obtain each third-party consent required under this Agreement as promptly as practicable hereafter, and the Principal Owners shall use reasonable efforts to expeditiously cause all Persons owning Equity Interests of the Acquired Companies to execute a Seller Joinder. (b) In furtherance and not in limitation of this Section 8.1(b), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the Sxxxxxx Antitrust Act, as amended, the Cxxxxxx Antitrust Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger and acquisition (“Antitrust Laws”), each Party hereto agrees to promptly make any required filing or application under Antitrust Laws, as applicable. The applicable filing fees with respect to any and all notifications required under the HSR Act in order to consummate the transactions contemplated hereby shall be paid 100% by the Purchaser when due. The Parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to vest take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Buyer Transactions under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (ii) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Authority or, in connection with any proceeding by a private Person, with any other Person, and to the case extent permitted by such Authority or other Person, give a Representative or Representatives of the Maryland Assetsother Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, Maryland LLCthe other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) good and marketable title use commercially reasonable efforts to cooperate in the Purchased Assets and filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Maryland Shares. The Buyer and Seller will transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Authority. (c) No Party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Authority of any required filings or applications under Antitrust Laws. (d) Each Party shall cooperate in good faith and shall use commercially their respective reasonable best efforts to obtain the consentsapproval to the extent required by applicable Law or Contract by each Factory of and appointment of the Purchaser as an authorized dealer of each applicable Factory’s products. The Sellers shall, effectuate or shall cause the transfers and consummate Acquired Companies to, provide notices to the contract renewals contemplated in respective Factory that this Agreement before and after the Closing provided that such consents, transfers or renewals shall be free from any materially adverse conditions has been entered into within two (in the reasonable judgment 2) days of the Buyer) date hereof but in no event before the Purchaser has filed a Form 8-K disclosing the execution of this Agreement. Sellers shall, and provided that shall cause the Buyer Acquired Companies to, cooperate with Purchaser in preparing applications to the Factories, including providing documents reasonably requested by Purchaser and facilitating any inspection of any Owned Real Property or Leased Real Property to the extent necessary in connection with such application. In connection with such applications to the Factories, Purchaser shall not be obliged use its reasonable best efforts to take any action and none of the Sellers shall take any action that may adversely affect the Buyer, the Systems or any Purchased Asset. (b) The Sellers each hereby constitute and appoint, effective as of the Closing Date, the Buyer and its successors and assigns as their true and lawful attorney with full power of substitution in the name of the Buyercause, or assist Sellers to cause, all Sellers to be removed from all guarantees, indemnification arrangements and other hold harmless arrangements, in their name but each case, made or provided by Sellers at the request or for the benefit of an Acquired Company or its operations. Moreover, Purchaser shall indemnify and hold each such Seller from any and all Losses incurred thereunder after the BuyerTransaction Effective Time for matters occurring after the Transaction Effective Time. Each of Sellers’ Representative, (i) to collect for the account on behalf of the Buyer Sellers and Acquired Companies, and Purchaser shall keep the other party reasonably informed as to the status of the application process with each Factory and any items communications therefrom. In the event a Factory disapproves Purchaser’s application to operate any location operated by an Acquired Company, fails to provide consent to the Transaction contemplated hereby, or refuses to enter into a new dealer agreement appointing Purchaser as an authorized dealer of Purchased Assets such Factory’s products at the applicable location operated by an Acquired Company, then Sellers shall cause the applicable Acquired Company to file a protest and (ii) to institute and prosecute all proceedings which challenge the Buyer may in its sole discretion deem proper Factory’s action in order to assert or enforce any right, title or interest in, to or under consummate the Purchased AssetsTransactions as promptly as practicable, and if approved in writing in advance by Purchaser including pursuing all administrative and court proceedings and appeals at Purchaser’s sole cost and expense; provided that the Sellers shall not be required to defend pursue any administrative or compromise court proceedings if the Purchaser does not agree to reimburse Sellers’ reasonable expenses incurred in connection therewith at any stage in the proceedings; and all actionsprovided further that Seller shall not be obligated to continue to protest and challenge any Factory’s action after July 31, suits or proceedings in respect of the Purchased Assets. The Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof2021.