Common use of Consents and Regulatory Filings Clause in Contracts

Consents and Regulatory Filings. (a) The Parties will cooperate and use all reasonable best efforts to obtain all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities and other third parties necessary, as promptly as practicable, to consummate the Transactions, including: (i) making or causing to be made all notifications, filings and submissions required to obtain the Antitrust Clearances and the CFIUS Approval and all applications to the FCC for consent to transfer control of, assign or cancel the relevant Licenses issued under the Communications Laws (“FCC Consents”). The Parties will use all reasonable best efforts to supply any additional information, including requests for production of documents and production of witnesses for interviews or depositions, that may be requested by any Governmental Entity for the purpose of obtaining all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities necessary to consummate the Transactions, including the Antitrust Clearances, the CFIUS Approval and the FCC Consents (together, the “Governmental Approvals”). In addition to the foregoing, Buyer agrees to provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought in connection with the transactions contemplated hereby. (b) Seller and Buyer will make all initial filings required under the HSR Act with respect to the Transactions as promptly as practicable (and in any event within five Business Days following the date of this Agreement). Seller and Buyer will, and Seller will cause the Companies to, submit: (i) a draft joint voluntary notice or declaration to CFIUS with respect to the Transactions as promptly as practicable (and in any event within ten Business Days following the date of this Agreement); and (ii) a formal joint voluntary notice or declaration to CFIUS with respect to the Transactions as promptly as practicable (and in any event within ten Business Days after receiving comments from CFIUS on the draft joint voluntary notice or declaration submitted pursuant to sub-paragraph (i)). Seller will cause the Companies to make all applications to the FCC for the FCC Consents as promptly as practicable (and in any event within ten Business Days following the date of this Agreement). Each of Seller and Buyer will, and Seller shall cause the Companies to, promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary to obtain the Governmental Approvals. Each of Seller and Buyer will promptly provide the other with copies of all written communications (and a summary of any oral communications) between each of them, any of their respective Affiliates or any of its or their respective representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the generality of the foregoing, each of Seller and Buyer will promptly notify the other of the receipt and content of any oral or written communication, inquiries or requests for additional information it (or in the case of the Seller, any Company Group Member) receives from any Governmental Entity in connection therewith and will promptly (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or any inquiry, in each case, in respect of the Governmental Approvals; (ii) provide the other with a description of the information provided to any Governmental Entity with respect to any such oral or written communication, inquiry or request; (iii) permit the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Governmental Entity; and (iv) to the extent practicable and permitted by such applicable Governmental Entity, give the other Party or its counsel the opportunity to attend and participate in all meetings, substantive telephone calls or conferences with any Governmental Entity. Notwithstanding anything to the contrary in this Section 6.3(b), (x) Parent and Buyer shall control the strategy for obtaining all consents, approvals or waivers necessary to satisfy the conditions set forth in Section 7.1(c), including by directing the timing (except as otherwise provided herein), nature and substance of any filings, forms, statements, commitments, submissions and communications in connection therewith, as well as the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other actions challenging, such consents, approvals or waivers, provided that Parent and Buyer shall cooperate with Seller to prepare the joint voluntary notice and shall provide Seller with a reasonable opportunity to comment on any other filings, forms, statements, commitments, submissions and communications referred to in the foregoing; (y) no Party shall be required to make available any part of any filings, forms, statements, commitments, submissions and communications which relate solely to such Party or such Party’s Affiliates, except to the extent reasonably necessary to obtaining Antitrust Clearances and on an outside counsel only basis, and (z) no party hereto shall be in violation of this Agreement by virtue of providing information that is competitively sensitive to one another on an “outside counsel only” or other basis designed to ensure compliance with applicable Law (including the HSR Act or the DPA). (c) Neither Buyer nor Seller will, and Buyer will cause Parent and Parent’s Subsidiaries not to and Seller will cause Seller Parent and Seller Parent’s Subsidiaries not to, take any action that could reasonably be expected to adversely affect the approval of any Governmental Entity of any of the Antitrust Clearances and the CFIUS Approval. (d) Notwithstanding any provision of this Agreement to the contrary, Buyer will use all reasonable best efforts to obtain the Antitrust Clearances and the CFIUS Approval, and to avoid or eliminate each and every impediment that may be asserted by a U.S. Governmental Antitrust Authority or CFIUS, so as to enable the Parties to close the Transactions, including in furtherance of the foregoing (i) making amendments or modifications to this Agreement (other than amendments to the Purchase Price or the components, inputs or calculations thereof), (ii) supplying promptly any additional information and documentary material that may be requested by a U.S. Governmental Antitrust Authority or CFIUS and (iii) agreeing to any restrictions or limitations on any businesses, operations, assets or contractual freedoms of any such businesses or operations (provided, that any such commitment or transaction involving the Company Group (or any of its assets or business) may be subject to the occurrence of the Closing). For the avoidance of doubt, Buyer will take any and all actions necessary in order to remedy or otherwise address the concerns (whether or not formally expressed) of a U.S. Governmental Antitrust Authority or CFIUS to the extent necessary to obtain the Antitrust Clearances and the CFIUS Approval, including divesting, disposing of, restricting, or holding separate, or procuring the divestment, disposal, restriction or holding separate, all or a material portion of the businesses or assets of Parent or any of its Subsidiaries; provided, that any commitment or transaction involving the Company Group (or any of its assets or business) may be subject to the occurrence of the Closing. (e) In connection with this Section 6.3, if any Action is instituted (or threatened to be instituted) challenging the Transactions as violative of any Antitrust Laws, the Parties will jointly (to the extent practicable) use all reasonable best efforts to (i) oppose or defend against such Action and (ii) take such action as necessary to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions, including by appeal if necessary of any Order that makes illegal or prohibits the consummation of the Transactions; provided, that any commitment or transaction involving the Company Group (or any of its assets or business) may be subject to the occurrence of the Closing.

Consents and Regulatory Filings. (a) The Parties will cooperate and use all reasonable best efforts to obtain all Licenses, consents, approvals, authorizations, waiting period terminations or expirations, qualifications and Orders of Governmental Entities and other third parties necessary, as promptly as practicablereasonably practicable and in any event prior to the Outside Date, to consummate the Transactionstransactions contemplated by this Agreement, including: (i) including making or causing to be made all notifications, filings and submissions required to obtain the Antitrust Clearances and the CFIUS Approval and all applications to the FCC for consent to transfer control of, assign or cancel the relevant Licenses issued under the Communications Laws (“FCC Consents”)Regulatory Clearances. The Parties will use all reasonable best efforts to supply any additional information, including requests for production of documents and production of witnesses for interviews or depositions, that may be requested by any Governmental Entity for the purpose of obtaining all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities necessary to consummate the Transactions, including the Antitrust Regulatory Clearances, the CFIUS Approval and the FCC Consents (together, the “Governmental Approvals”). In addition to the foregoing, Buyer agrees to provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought in connection with the transactions contemplated hereby. (b) Seller Sellers and Buyer will make all initial filings required under the HSR Act with respect to the Transactions as promptly as practicable (and in any event within five Business Days following the date of transactions contemplated by this Agreement). Seller and Buyer will, and Seller will cause the Companies to, submit: (i) a draft joint voluntary notice or declaration to CFIUS with respect to the Transactions as promptly as practicable (and in any event Agreement within ten Business Days following the date of this Agreement); , and (ii) a formal joint voluntary notice or declaration to CFIUS with respect to the Transactions will make as promptly as reasonably practicable (any other filings necessary, proper or advisable under applicable Law in order to obtain the Regulatory Clearances, and in any event within ten Business Days after receiving comments from CFIUS on the draft joint voluntary notice or declaration submitted pursuant to sub-paragraph (i)). Seller Parties will cause the Companies provide all information in their possession and necessary in order to make all applications to the FCC for the FCC Consents as promptly as practicable (and in any event such initial filings within ten Business Days 30 days following the date of this Agreement)hereof. Each of Seller Sellers and Buyer will, and Seller shall cause the Companies to, will promptly furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary to obtain under the Governmental ApprovalsHSR Act or in connection with obtaining the Regulatory Clearances. Each of Seller Sellers and Buyer will promptly provide the other with copies of all written communications (and a summary memoranda setting forth the substance of any all oral communications) between each of them, any of their respective Affiliates or any of its or their respective representativesRepresentatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactionstransactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Seller Sellers and Buyer will promptly notify the other of the receipt and content of any oral or written communication, inquiries or requests for additional information it (or in the case of the Seller, any Company Group Member) receives from any Governmental Entity in connection therewith and will promptly (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or any inquiry, in each case, in respect of the Governmental Approvals; (ii) provide the other with a description of the information provided to any Governmental Entity with respect to any such oral or written communication, inquiry or request; (iii) permit the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Governmental Entity; and (iv) to the extent practicable and permitted by such applicable Governmental Entity, give the other Party or its counsel the opportunity to attend and participate in all meetings, substantive telephone calls or conferences with any Governmental Entity. Notwithstanding anything to the contrary in this Section 6.3(b), (xA) Parent and Buyer shall control the strategy for obtaining all consents, approvals or waivers necessary to satisfy the conditions set forth in Section 7.1(c7.1(b), including by directing the timing (except as otherwise provided herein), nature and substance of any filings, forms, statements, commitments, submissions and communications in connection therewith, as well as the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other actions challenging, challenging such consents, approvals or waivers, provided that Parent and Buyer shall cooperate with Seller to prepare the joint voluntary notice and shall provide Seller Sellers with a reasonable opportunity to comment on any other such filings, forms, statements, commitments, submissions and communications referred to in the foregoing; communications, (yB) no Party shall be required to make available any part of any filings, forms, statements, commitments, submissions and communications which relate solely to such Party or such Partyparty’s Affiliates, except to the extent reasonably necessary to in connection with obtaining Antitrust Regulatory Clearances and on an “outside counsel only only” basis, and (zC) no party hereto Party shall be in violation of this Agreement by virtue of providing information that is competitively sensitive to one another on an “outside counsel only” or other basis designed to ensure compliance with applicable Law (including the HSR Act Act), and (D) Buyer’s decisions related to the strategy for obtaining all consents, approvals, and waivers necessary to satisfy the conditions set forth in Section 7.1(b) will be calculated to obtain such approvals or waivers without undo delay (taking into account the DPAexpected Closing Date, and provided that such calculation will not require the Buyer to take unreasonable actions to avoid such delay). (c) Neither Buyer nor Seller Sellers will, and Buyer each will cause Parent and Parent’s Subsidiaries not to and Seller will cause Seller Parent and Seller Parent’s Subsidiaries its respective Affiliates not to, take any action that could reasonably be expected to adversely affect the approval of any Governmental Entity of any of the Antitrust Clearances and the CFIUS Approvalaforementioned filings. (d) Notwithstanding any provision of this Agreement to the contrary, Buyer will use all reasonable best efforts to obtain the Antitrust Clearances and the CFIUS Approvalall Regulatory Clearances, and to avoid or eliminate each and every impediment that may be asserted by a U.S. any Governmental Antitrust Authority Entity or CFIUSany other party with respect thereto, so as to enable the Parties to close the Transactionstransactions contemplated by this Agreement on or before the Outside Date, including in furtherance of the foregoing (i) making amendments or modifications to this Agreement (other than amendments to the Purchase Price Price, Base Distribution Amount or the respective components, inputs or calculations thereof)) to the extent necessary to obtain the Regulatory Clearances, (ii) supplying promptly any additional information and documentary material that may be requested by a U.S. Governmental Antitrust Authority Entity pursuant to the HSR Act or CFIUS otherwise in connection with obtaining the Regulatory Clearances and (iii) agreeing to any restrictions or limitations on any businesses, operations, assets or contractual freedoms of any such businesses or operations (provided, that any such commitment or transaction involving the Company Group (or any of its assets or business) may be subject to the occurrence of the Closing)) to the extent necessary to obtain the Regulatory Clearances. For the avoidance of doubt, Buyer will take any and all actions necessary in order to remedy or otherwise address the concerns (whether or not formally expressed) of a U.S. any Governmental Antitrust Authority Entity under the HSR Act or CFIUS otherwise relating to the extent necessary to obtain the Antitrust Clearances and the CFIUS ApprovalRegulatory Clearances, including divesting, disposing of, restricting, or holding separate, or procuring the divestment, disposal, restriction or holding separate, separate all or a material any portion of the businesses or assets of Parent Buyer or any of its SubsidiariesAffiliates or the businesses or assets of the Company (each, a “Regulatory Action”); provided, however, that Buyer is prohibited from proposing to any commitment Governmental Entity or transaction involving agreeing to any Regulatory Action with respect to the businesses or assets of the Company Group (or any without the prior written consent of its assets or business) may be subject to the occurrence of the ClosingSellers. (e) In connection with this Section 6.3, if any Action is instituted (or threatened to be instituted) challenging the Transactions transactions contemplated by this Agreement as violative of any Antitrust Laws, the Parties will jointly (to the extent practicable) use all reasonable best efforts to (i) oppose or defend against such Action and (ii) take such action as necessary to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactionstransactions contemplated by this Agreement, including by appeal if necessary of any Order that makes illegal or prohibits the consummation of the Transactionstransactions contemplated by this Agreement; provided, provided that any commitment or transaction involving the Company Group (or any of its assets or business) may be subject to the occurrence of the Closing. (f) Sellers will, and will cause the Company Group to, use reasonable best efforts to take all steps, on a timely basis, as are required under applicable Law or any Collective Bargaining Agreement to notify, consult with, or negotiate the effect, impact, terms or timing of the transactions contemplated by this Agreement with each works council, union, labor board, employee group or representative body, pension trustee or regulator, or Governmental Entity where so required under applicable Law. Sellers will keep Buyer reasonably informed about all material steps in the notification and/or consultation processes in any jurisdictions concerned and permit Buyer (to the extent applicable) a reasonable opportunity to comment on any written communication to be delivered in connection with the notification and/or consultation processes. Reasonably in advance of any meeting between the Company Group and a works council, union, labor board, employee group or representative body, pension trustee or regulator, or Governmental Entity, Sellers shall, unless prohibited by applicable Law, invite a representative of Buyer to attend such meeting. In connection with such consultations and notifications, Sellers shall not, and shall cause the Company Group to not, make or accept any commitments, obligations or undertakings which could materially affect or prejudice the financial, legal or other position of the Company Group without the prior written consent of Buyer. The Company and Sellers (as applicable) shall use their reasonable efforts to, on a timely basis, provide the Buyer with such information as the Buyer may reasonably request in relation to any such consultation. (g) In the event that any of the regulatory approvals listed on Schedule 1.1(c) designated with an asterisk alongside the name are not obtained on or prior to December 15, 2022, Buyer and the Sellers will cooperate in good faith to use commercially reasonable efforts to remove from the Company Group the assets and liabilities of the Company Group to the extent such assets and liabilities relate, and any Company Group Member to the extent such Company Group Member solely relates, to the operations that require such regulatory approval(s) that remain outstanding (such assets, liabilities and/or entities, the “Carve-Out Operations”) in a manner that would enable the parties to effect the Closing without such approval(s) and without violating applicable Law, with (i) the proceeds payable to the Sellers at the Closing being reduced by an amount that is proportionate to the EBITDA associated with such Carve-Out Operations, (ii) such Carve-Out Operations being operated for the benefit and burden of the Company Group between the Closing and the transfer back of the Carve-Out Operations to the Company Group (or until an agreed outside date) and (iii) such Carve-Out Operations being transferred back to the Company Group as soon as reasonably practicable following receipt of the applicable regulatory approval(s) in exchange for the amount of reduction to the proceeds payable to the Sellers at the Closing in accordance with clause (i) above with respect to the applicable Carve-Out Operations transferred back to the Company Group.

Consents and Regulatory Filings. (a) The Parties will cooperate and use all their respective reasonable best efforts to obtain all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities and other third parties necessary, as promptly as practicable, to consummate the Transactionstransactions contemplated by this Agreement, including: including (i) making or causing to be made all notifications, filings and submissions required to obtain the Antitrust Clearances Clearance and (ii) obtaining the CFIUS Approval approvals required under Sections 4001.253 and all applications to 4151.211 of the FCC for consent to transfer control of, assign or cancel the relevant Licenses issued under the Communications Laws (“FCC Consents”)Texas Insurance Code. The Parties will use all their respective reasonable best efforts to supply any additional information, including requests for production of documents and production of witnesses for interviews or depositions, that may be requested by any Governmental Entity for the purpose of obtaining all Licenses, consents, approvals, authorizations, qualifications Antitrust Clearances and Orders of Governmental Entities necessary to consummate obtaining the Transactions, including approvals required under the Antitrust Clearances, the CFIUS Approval and the FCC Consents (together, the “Governmental Approvals”)Texas Insurance Code. In addition to the foregoing, Buyer agrees to provide such assurances information as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought in connection with the transactions contemplated hereby. . (b) Seller and Buyer will use their best efforts to make all initial filings required under the HSR Act with respect to the Transactions transactions contemplated by this Agreement as promptly soon as reasonably practicable (following the date of this Agreement, and in any event all events such filings shall be made within five seven (7) Business Days following the date of this Agreement). Seller and Buyer will, and Seller will cause the Companies tomake any other appropriate filings pursuant to other applicable Antitrust Laws, submit: (i) a draft joint voluntary notice or declaration to CFIUS if any, with respect to the Transactions transactions contemplated by this Agreement as promptly as practicable (and in any event within ten Business Days following the date of this Agreement); and (ii) a formal joint voluntary notice or declaration to CFIUS with respect to the Transactions as promptly as practicable (and in any event within ten Business Days after receiving comments from CFIUS on the draft joint voluntary notice or declaration submitted pursuant to sub-paragraph (i)). Seller will cause the Companies to make all applications to the FCC for the FCC Consents as promptly as practicable (and in any event within ten Business Days following the date of this Agreement)practicable. Each of Seller and Buyer will, and Seller shall cause the Companies to, will promptly furnish to the other such necessary information and reasonable assistance cooperation as the other may reasonably request in connection with its preparation of any filing or submission that is necessary to obtain under the Governmental ApprovalsHSR Act or any other applicable Antitrust Laws. Each of Seller and Buyer will promptly provide the other with copies of all written communications (and a summary memoranda setting forth the substance of any all oral communications) between each of them, any of their respective Affiliates or any of its or their respective representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactionstransactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of Seller and Buyer will promptly notify the other of the receipt and content of any oral or written communication, inquiries or requests for additional information it (or in the case of the Seller, any Company Group Member) receives from any Governmental Entity in connection therewith and will promptly (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or any inquiry, in each case, in respect of the Governmental Approvals; (ii) provide the other with a description of the information provided to any Governmental Entity with respect to any such oral or written communication, inquiry or request; (iii) permit the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Governmental Entity; and (iv) to the extent practicable and permitted by such applicable Governmental Entity, give the other Party or its counsel the opportunity to attend and participate in all meetings, substantive telephone calls or conferences with any Governmental Entity. Notwithstanding anything to the contrary in this Section 6.3(b), (x) Parent and Buyer shall control the strategy for obtaining all consents, approvals or waivers necessary to satisfy the conditions set forth in Section 7.1(c), including by directing the timing (except as otherwise provided herein), nature and substance of any filings, forms, statements, commitments, submissions and communications in connection therewith, as well as the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other actions challenging, such consents, approvals or waivers, provided that Parent and Buyer shall cooperate with Seller to prepare the joint voluntary notice and shall provide Seller with a reasonable opportunity to comment on any other filings, forms, statements, commitments, submissions and communications referred to in the foregoing; (y) no Party shall be required to make available any part of any filings, forms, statements, commitments, submissions and communications which relate solely to such Party or such Party’s Affiliates, except to the extent reasonably necessary to obtaining Antitrust Clearances and on an outside counsel only basis, and (z) no party hereto shall be in violation of this Agreement by virtue of providing information that is competitively sensitive to one another on an “outside counsel only” or other basis designed to ensure compliance with applicable Law (including the HSR Act or the DPA).43 US 167664346 HB: 4845-7978-5147.2 (c) Neither Buyer nor Seller will, and Buyer each will cause Parent and Parent’s Subsidiaries not to and Seller will cause Seller Parent and Seller Parent’s Subsidiaries its respective Affiliates not to, take any action that could reasonably be expected to adversely affect the approval of any Governmental Entity of any of the Antitrust Clearances and the CFIUS Approvalaforementioned filings. (d) Notwithstanding any provision of this Agreement to the contrary, Buyer will use all its reasonable best efforts to obtain the Antitrust Clearances and the CFIUS Approvalall necessary consents, approvals, Orders or waivers of Governmental Entities, and to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by a U.S. any Governmental Antitrust Authority or CFIUS, Entity so as to enable the Parties to close the Transactionstransactions contemplated by this Agreement, including in furtherance of the foregoing (i) making amendments or modifications to this Agreement (other than amendments to the Purchase Price or the components, inputs or calculations thereof), (ii) supplying promptly any additional information and documentary material that may be requested by a U.S. Governmental Entity pursuant to the HSR Act or any other Antitrust Authority or CFIUS Laws and (iiiii) agreeing to any restrictions or limitations on any businesses, operations, assets or contractual freedoms of any such businesses or operations (provided, that any such commitment or transaction involving the Company Group (or any of its assets or business) may be subject to the occurrence of the Closing). For the avoidance of doubt, Buyer will take any and all actions necessary in order to remedy or otherwise address the concerns (whether or not formally expressed) of a U.S. any Governmental Entity under the HSR Act or any other Antitrust Authority or CFIUS to the extent necessary to obtain the Antitrust Clearances and the CFIUS ApprovalLaws, including divesting, disposing of, restricting, or holding separate, or procuring the divestment, disposal, restriction or holding separate, separate all or a material portion of the businesses or assets of Parent Buyer or any of its SubsidiariesAffiliates or the Covered Business (each of the actions described in this Section 6.3(d), an “Antitrust Concession”); provided, however, that any commitment or transaction involving the Company Group (or any of its assets or business) may be subject notwithstanding anything to the occurrence of the Closingcontrary in this Agreement (including Section 6.3(c) and Section 6.3(d)), nothing contained in this Agreement shall be construed to require Buyer to cause any Person to take any action other than USI Advantage Corp. and its controlled Affiliates. (e) In connection with this Section 6.3, if any Action is instituted (or threatened to be instituted) challenging the Transactions transactions contemplated by this Agreement as violative of any Antitrust Laws, the Parties will jointly (to the extent practicable) use all their respective reasonable best efforts to (i) oppose or defend against such Action and (ii) take such action as necessary to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactionstransactions contemplated by this Agreement, including by appeal if necessary of any Order that makes illegal or prohibits the consummation of the Transactionstransactions contemplated by this Agreement; provided, that any commitment or transaction involving 44 US 167664346 HB: 4845-7978-5147.2 (f) If requested by Buyer, Seller shall cause the Company Group to agree to any Antitrust Concession; provided that (or i) none of Seller’s Affiliates (other than the Company) shall be required to make any Antitrust Concession and (ii) neither Seller nor the Company shall be required to agree to any Antitrust Concession that is not conditioned upon consummation of the transactions contemplated by this Agreement. Seller shall not, and shall not permit any of its assets Affiliates or businessthe Company to, make or agree to any Antitrust Concession, without Buyer’s prior written consent. (g) may be subject Buyer shall have the responsibility for, and shall pay, 50% of filing fees associated with filings pursuant to the occurrence HSR Act and any other applicable Antitrust Laws, and Seller shall have responsibility for, and shall pay, the other 50% of such filing fees. (h) Within five (5) days after the Closingdate of this Agreement, Seller shall, or Seller shall cause the Company to, deliver the written notices required as a result of, or requests for consents in connection with, the transactions contemplated by this Agreement under those insurance company or carrier Contracts set forth on Schedule 6.3(h), which notices and requests for consent shall be in form and substance reasonably acceptable to Buyer.

Consents and Regulatory Filings. (a) The Parties will cooperate agree that the COFECE Approval and use all reasonable best efforts the CNH Approval are required for the consummation of the transactions contemplated in this Agreement and that Seller and Purchaser shall be jointly responsible for making the regulatory filings with COFECE and CNH to obtain the COFECE Approval and the CNH Approval. Notwithstanding, the Parties agree that Purchaser shall take the primarily role for making the regulatory filing with COFECE to obtain the COFECE Approval and Seller shall take the primarily role for making the regulatory filing with CNH to obtain the CNH Approval. Each Party shall cooperate in good faith with each other to (i) make, as soon as is reasonably practicable following the Execution Date, all Licensesregulatory filings with COFECE and the CNH, consents, approvals, authorizations, qualifications and Orders of Governmental Entities and other third parties necessary, (ii) respond as promptly as practicable, reasonably practicable to consummate the Transactions, including: (i) making or causing to be made all notifications, filings and submissions required to obtain the Antitrust Clearances inquiries from COFECE and the CFIUS Approval CNH, as applicable, and all applications to the FCC for consent to transfer control of, assign supply as promptly as reasonably practicable such information or cancel the relevant Licenses issued under the Communications Laws (“FCC Consents”). The Parties will use all reasonable best efforts to supply any additional information, including requests for production of documents and production of witnesses for interviews or depositions, that documentation as may be requested by any Governmental Entity for the purpose of obtaining all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities necessary to consummate the Transactions, including the Antitrust Clearances, the CFIUS Approval COFECE and the FCC Consents (togetherCNH, the “Governmental Approvals”). In addition to the foregoingas applicable, Buyer agrees to provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought in connection with the transactions contemplated herebyby this Agreement or the Parties and their Affiliates, and (iii) subject to Section 5.2(c), use reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement by the Outside Date. (b) Seller The Parties shall use reasonable efforts to cooperate in good faith with each other and Buyer will make act with diligence in all initial filings required under the HSR Act with respect matters related to the Transactions as promptly as practicable (COFECE Approval and in any event within five Business Days following the date of this Agreement). Seller and Buyer will, and Seller will cause the Companies to, submit: (i) a draft joint voluntary notice or declaration to CFIUS with respect to the Transactions as promptly as practicable (and in any event within ten Business Days following the date of this Agreement); and (ii) a formal joint voluntary notice or declaration to CFIUS with respect to the Transactions as promptly as practicable (and in any event within ten Business Days after receiving comments from CFIUS on the draft joint voluntary notice or declaration submitted pursuant to sub-paragraph (i)). Seller will cause the Companies to make all applications to the FCC for the FCC Consents as promptly as practicable (and in any event within ten Business Days following the date of this Agreement)CNH Approval. Each of Seller and Buyer will, and Seller shall cause the Companies to, promptly Party agrees to furnish to the other Party such necessary information and reasonable assistance as the other such Party may reasonably request in connection with its preparation of any filing or submission that is necessary filings to obtain the Governmental ApprovalsCOFECE Approval and the CNH Approval, including notarial sworn statements or any other public deed that may be required by the COFECE and/or the CNH, as applicable. Each of Seller and Buyer will promptly provide Party shall (i) keep the other Party apprised of the status of matters relating to the COFECE Approval and/or the CNH Approval, including promptly furnishing the other Party with copies of all written notices or other communications (and a summary of any oral communications) between each of themreceived by such Party from, any of their respective Affiliates or any of its or their respective representativesgiven such Party to, on COFECE and/or the one hand, and any Governmental Entity, on the other hand, CNH with respect to this Agreement or the Transactions. Without limiting COFECE Approval and/or the generality of the foregoingCNH Approval, each of Seller and Buyer will promptly notify the other of the receipt and content of any oral or written communication, inquiries or requests for additional information it (or in the case of the Seller, any Company Group Member) receives from any Governmental Entity in connection therewith and will promptly (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or any inquiry, in each case, in respect of the Governmental Approvals; (ii) provide the other with a description of the information provided to any Governmental Entity with respect to any such oral or written communicationwhen practicable, inquiry or request; (iii) permit the other Party to review and incorporate consider in good faith the other Party’s reasonable and timely comments in any communication to be given by it to COFECE, CNH or any Governmental Entity; and (iv) Authority with respect to the extent practicable and permitted by such applicable Governmental Entity, give COFECE Approval and/or the other Party or its counsel the opportunity to attend and participate in all meetings, substantive telephone calls or conferences with any Governmental Entity. Notwithstanding anything to the contrary in this Section 6.3(b), (x) Parent and Buyer shall control the strategy for obtaining all consents, approvals or waivers necessary to satisfy the conditions set forth in Section 7.1(c), including by directing the timing (except as otherwise provided herein), nature and substance of any filings, forms, statements, commitments, submissions and communications in connection therewith, as well as the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other actions challenging, such consents, approvals or waivers, provided that Parent and Buyer shall cooperate with Seller to prepare the joint voluntary notice and shall provide Seller with a reasonable opportunity to comment on any other filings, forms, statements, commitments, submissions and communications referred to in the foregoing; (y) no Party shall be required to make available any part of any filings, forms, statements, commitments, submissions and communications which relate solely to such Party or such Party’s Affiliates, except to the extent reasonably necessary to obtaining Antitrust Clearances and on an outside counsel only basis, and (z) no party hereto shall be in violation of this Agreement by virtue of providing information that is competitively sensitive to one another on an “outside counsel only” or other basis designed to ensure compliance with applicable Law (including the HSR Act or the DPA). (c) Neither Buyer nor Seller will, and Buyer will cause Parent and Parent’s Subsidiaries not to and Seller will cause Seller Parent and Seller Parent’s Subsidiaries not to, take any action that could reasonably be expected to adversely affect the approval of any Governmental Entity of any of the Antitrust Clearances and the CFIUS Approval. (d) Notwithstanding any provision of this Agreement to the contrary, Buyer will use all reasonable best efforts to obtain the Antitrust Clearances and the CFIUS CNH Approval, and to avoid or eliminate each and every impediment that may be asserted by a U.S. Governmental Antitrust Authority or CFIUS, so as to enable the Parties to close the Transactions, including in furtherance of the foregoing (i) making amendments or modifications to this Agreement (other than amendments to the Purchase Price or the components, inputs or calculations thereof), (ii) supplying promptly any additional information and documentary material that may be requested by a U.S. Governmental Antitrust Authority or CFIUS and (iii) agreeing to any restrictions or limitations on any businesseswhen practicable, operations, assets or contractual freedoms consult with the other Party in advance of any such businesses meeting or operations (providedsubstantive discussion relating to the transactions contemplated by this Agreement, that any such commitment either in person or transaction involving the Company Group (by telephone or electronic exchange, with COFECE, CNH or any of its assets or business) may be subject to Governmental Authority in connection with the occurrence of proposed transactions, the Closing)COFECE Approval and/or the CNH Approval. For the avoidance of doubt, Buyer will take neither Party shall be an agent or representative of the other Party, nor shall have any authority to bind the other Party, on any matter related to the COFECE Approval and/or the CNH Approval. (c) The Parties shall negotiate and all actions necessary coordinate with each other in order good faith about mitigation measures, remedies or conditions to remedy be offered by any Party to the COFECE, CNH or other Governmental Authority in relation to obtaining the COFECE Approval and/or the CNH Approval, and review any of them that might be ordered, proposed or recommended by COFECE or CNH or requested by a Governmental Authority; provided, however, that no Party nor any of its Affiliates shall be required to (i) accept any proposal, recommendations or request of mitigation measures, remedies or conditions as they may relate to them or their respective businesses or assets (other than the Company), (ii) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by this Agreement, (iii) license, divest or otherwise address hold separate (including by establishing a trust or otherwise), or take or refrain from taking any other action (or otherwise agreeing to do any of the concerns foregoing), or agree to any restriction or condition, with respect to any of their or any of its Affiliates’ businesses, assets or properties, or (whether iv) litigate. (d) Each party shall be responsible to pay all its legal or not formally expressedother advisor fees in connection with the COFECE Approval and/or the CNH Approval, except for the government fees (derechos) and other related out of a U.S. Governmental Antitrust Authority or CFIUS to the extent pocket expenses necessary to obtain the Antitrust Clearances COFECE Approval and/or the CNH Approval that will be paid equally 50/50 by Seller and the CFIUS Approval, including divesting, disposing of, restricting, or holding separate, or procuring the divestment, disposal, restriction or holding separate, all or a material portion of the businesses or assets of Parent or any of its Subsidiaries; provided, that any commitment or transaction involving the Company Group (or any of its assets or business) may be subject to the occurrence of the ClosingPurchaser. (e) In connection with Except as otherwise provided in this Section 6.35.2, if nothing herein shall preclude any Action is instituted (or threatened to be instituted) challenging the Transactions as violative of any Antitrust Laws, the Parties will jointly (or their respective Affiliates from timely making or giving any filings or notices with any Governmental Authority in the ordinary course of business, either related or not related to the extent practicabletransactions contemplated by this Agreement, as required by applicable Law. (f) The Parties shall cooperate with each other and use all reasonable best efforts to (i) oppose obtain the Block 7 JOA Parties Consent. Each of Purchaser and Seller shall use reasonable best efforts to comply with any requirements or defend against such Action and (ii) take such action as necessary to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation reasonable requests by the Block 7 JOA Parties for purposes of obtaining the Transactions, including by appeal if necessary of any Order that makes illegal or prohibits the consummation of the Transactions; provided, that any commitment or transaction involving the Company Group (or any of its assets or business) may be subject to the occurrence of the ClosingBlock 7 JOA Parties Consent.