Common use of Consents; Regulatory Approvals Clause in Contracts

Consents; Regulatory Approvals. (a) Each of the parties shall use reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to obtain all consents, approvals, authorizations, qualifications and Orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided, however, nothing set forth in this Section 6.5(a) shall be deemed to affect, supersede or expand the conditions set forth under Section 7.2(e) hereof. (b) The Purchaser and the appropriate Seller shall each promptly apply for, and shall use reasonable best efforts to obtain or make, as applicable, all Orders and Permits of, and all filings with, any Governmental Entity or other Person required to be obtained or made by it for the consummation of the transactions contemplated by this Agreement. Each party shall cooperate with and promptly furnish information to the other party necessary in connection with any requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, if required, the Purchaser and the appropriate Seller shall make an appropriate filing required of each of them pursuant to the HSR Act with respect to the transactions contemplated hereby within ten Business Days following the execution of this Agreement (if not already made), which filings shall not request early termination of the waiting period prescribed by the HSR Act. The Purchaser and the Sellers shall each be responsible for one-half of all filing and similar fees payable in connection with such filings and for any local counsel fees. (c) Each of the Purchaser and the Sellers agrees to instruct its respective counsel to cooperate with each other and use their respective reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such efforts and cooperation include, counsel’s undertaking (to the extent permitted by Law and in each case regarding the transactions contemplated by this Agreement and without waiving attorney-client or any other applicable privilege) to (i) furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and (ii) permit the other party to review and incorporate the other party’s reasonable comments in any filings or other communication given by it to any Governmental Entity or in connection with any proceeding by a private party related to the HSR Act. None of the Purchaser and the Sellers nor any of their respective counsel shall independently contact any Governmental Entity or participate in any meeting or discussion (or any other communication by any means) with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in the case of the Purchaser, the appropriate Seller, and in the case of the Sellers, the Purchaser, prior reasonable notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Governmental Entity, the opportunity to review and agree to the contents of any representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate at the meeting or discussion (which, at the request of the Purchaser or the Sellers, as applicable, shall be limited to outside antitrust counsel only). (d) Notwithstanding anything to the contrary herein, the Purchaser (in good faith consultation with the Sellers) shall take the lead in, and shall have the sole discretion and authority with respect to: (i) the scheduling of, and strategic planning for, any meeting with any Governmental Entity, including under the HSR Act, (ii) the making of any filings with Governmental Entities, including the initial filings under the HSR Act (other than the filings to be made by the Sellers, which, after consultation the Purchaser, the Sellers shall take the lead in making), (iii) the process for the receipt of any necessary approvals of Governmental Entities, (iv) the resolution of any investigation or other inquiry of any Governmental Entity, (v) devising and implementing the strategy for obtaining any necessary antitrust or competition clearances, including in connection with the determination of any actions required in connection with obtaining such clearances, (vi) all meetings and communications with any Governmental Entity, including in connection with obtaining any such clearances referenced in the preceding clause and (vii) determining if, and if so, the time, manner and terms upon which, any divestitures, dispositions or other remedies would be implemented. (e) The Purchaser further agrees that the Purchaser shall, to the extent necessary to obtain any required Orders or Permits from any Governmental Entity, expiration or termination of any waiting period for any regulatory approval, or to avoid the entry of or have lifted, vacated or terminated any legal impediment to closing, take the following actions: (i) propose, negotiate, consent to, offer to undertake, commit to and effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition (including by licensing any intellectual property) of any Purchased Assets; and (ii) otherwise offer to take, commit to take or take any action that it is capable of taking that limits its freedom of action with respect to, including its ability to operate or retain, any of the Purchased Assets; provided, however, that the Purchaser shall not be required to take any such action or actions to the extent such actions, in the aggregate, would represent, directly or indirectly, assets or businesses that would reasonably be likely to result in the one year loss of net sales revenues (as measured by fiscal year 2014 net sales revenue) in excess of $30,000,000.

Consents; Regulatory Approvals. (a) Each Other than with respect to the Regulatory Approvals (which are the subject of Section 6.7(b) – Section 6.7(d)), the parties shall use commercially reasonable efforts to obtain any third party consents, authorizations, approvals or waivers necessary with respect to any Permits or Company Contract in connection with the consummation of the transactions contemplated hereby (any such consent, authorization, approval or waiver, a “Consent”), but, except for those Consents subject to Section 7.4 and Section 8.5, no such Consents are conditions to the Closing. Except in connection with the Pre-Closing Restructuring Transactions, nothing in this Section 6.7(a) shall require the expenditure or payment of any funds (other than in respect of normal and usual immaterial processing fees or other similar costs imposed by a third party in connection with the granting of a Consent, which shall be borne by Seller) or the giving of any other consideration (including the agreement to any modification of such Company Contract) by any party in order to obtain any Consent. (b) As promptly as practicable after the date of this Agreement, the parties shall file with the applicable Governmental Authorities all applications or other filings necessary to obtain the Regulatory Approvals. The parties shall cooperate in good faith in the diligent submission of any additional information requested by such Governmental Authorities, and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take, or cause to be taken, take all appropriate action to do, or cause to be done, all things steps necessary, proper or advisable to obtain each Regulatory Approval as soon as reasonably practicable after the filing date. Without limiting the foregoing, once obtained, the parties shall use their respective reasonable best efforts to maintain the effectiveness of each Regulatory Approval until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the Regulatory Approvals. All filing and similar fees relating to Regulatory Approvals shall be shared equally by Seller and Bxxxx. (c) In connection with their obligations pursuant to Section 6.7(b), to the extent permitted by applicable Law, Buyer and Seller shall (i) promptly notify the other of, and if in writing, furnish the other with copies of, any material communication received by such party from or with any Governmental Authority, (ii) provide each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all material written or oral communications with any Governmental Authority, (iii) not participate in any substantive meeting by telephone or in person or have any substantive communication with any Governmental Authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate therein, (iv) furnish each other with such information and assistance as the other may reasonably request in connection with any governmental filing or submission, and (v) reasonably cooperate with each other in connection with and in advance of any filing or submission with a Governmental Authority and in connection with any investigation or other inquiry by or before any Governmental Authority. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under applicable this Section 6.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside legal counsel and will not be disclosed by such outside legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. For the avoidance of doubt and notwithstanding the foregoing, the covenants and agreements in this Section 6.7(c) shall not apply to Seller (or any of its Affiliates) with respect to (x) any Regulatory Approvals relating to the Wireless Business or (y) any consents, clearances, approvals or authorizations of, or notices to, Governmental Authorities in connection with the Pre-Closing Restructuring Transactions or that otherwise do not relate to the transactions contemplated hereby. (d) Buyer shall take all actions necessary to obtain the Regulatory Approvals and take promptly any and all steps that are necessary to eliminate each and every impediment as may be necessary to obtain the Regulatory Approvals, including under any antitrust or competition Law or otherwise that may be required by any Governmental Authority, so as to consummate and make effective enable the parties to close the transactions contemplated by this Agreement as promptly as practicable, including that Buyer shall, and shall cause its Affiliates to, divest any of its or their assets or businesses, alter its or their businesses and accept any condition that is adverse to its or their business operations, in each case, as may be necessary to obtain all consentsthe Regulatory Approvals. Notwithstanding anything to the contrary in this Section 6.7 or otherwise in this Agreement, approvals, authorizations, qualifications and Orders as are necessary for in connection with the consummation pursuit of the Regulatory Approvals or otherwise in connection with this Agreement or the transactions contemplated by this Agreement; providedhereby, however, nothing set forth in this Section 6.5(a) no event shall Seller or any of its Affiliates be deemed to affect, supersede or expand the conditions set forth under Section 7.2(e) hereof. (b) The Purchaser and the appropriate Seller shall each promptly apply for, and shall use reasonable best efforts to obtain or make, as applicable, all Orders and Permits of, and all filings with, any Governmental Entity or other Person required to be obtained or made by it for the consummation divest any assets of the transactions contemplated by this AgreementWireless Business, alter in any way the Wireless Business or accept any condition that is adverse to the Wireless Business. Each No party shall cooperate with and promptly furnish information knowingly take, cause, or permit to the other party necessary in connection with be taken or omit to take any requirements imposed upon such other party in connection with action which could reasonably be expected to delay or prevent any Regulatory Approval or the consummation of the transactions contemplated by this Agreement. Without limiting the generality foregoing, Buyer further agrees that it shall not, and shall not permit any of its Affiliates to, directly or indirectly, acquire or agree to acquire any assets, business or any person, whether by merger, consolidation, purchasing a substantial portion of the foregoingassets of or equity in any person or by any other manner or engage in any other transaction or take any other action, if requiredthe entering into of an agreement relating to or the consummation of such acquisition, the Purchaser and the appropriate Seller shall make an appropriate filing required of each of them pursuant to the HSR Act with respect to the transactions contemplated hereby within ten Business Days following the execution of this Agreement (if not already made)merger, which filings shall not request early termination of the waiting period prescribed by the HSR Act. The Purchaser and the Sellers shall each consolidation or purchase or other transaction or action would reasonably be responsible for one-half of all filing and similar fees payable in connection with such filings and for any local counsel fees. (c) Each of the Purchaser and the Sellers agrees to instruct its respective counsel to cooperate with each other and use their respective reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such efforts and cooperation include, counsel’s undertaking (to the extent permitted by Law and in each case regarding the transactions contemplated by this Agreement and without waiving attorney-client or any other applicable privilege) expected to (i) furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of impose any filing or submission that is necessary under the HSR Act and (ii) permit the other party to review and incorporate the other party’s reasonable comments in any filings or other communication given by it to any Governmental Entity or in connection with any proceeding by a private party related to the HSR Act. None of the Purchaser and the Sellers nor any of their respective counsel shall independently contact any Governmental Entity or participate in any meeting or discussion (or any other communication by any means) with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, delay in the case of the Purchaser, the appropriate Seller, and in the case of the Sellers, the Purchaser, prior reasonable notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Governmental Entity, the opportunity to review and agree to the contents of any representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate at the meeting or discussion (which, at the request of the Purchaser or the Sellers, as applicable, shall be limited to outside antitrust counsel only). (d) Notwithstanding anything to the contrary herein, the Purchaser (in good faith consultation with the Sellers) shall take the lead in, and shall have the sole discretion and authority with respect to: (i) the scheduling of, and strategic planning for, any meeting with any Governmental Entity, including under the HSR Act, (ii) the making of any filings with Governmental Entities, including the initial filings under the HSR Act (other than the filings to be made by the Sellers, which, after consultation the Purchaser, the Sellers shall take the lead in making), (iii) the process for the receipt of any necessary approvals of Governmental Entities, (iv) the resolution of any investigation or other inquiry of any Governmental Entity, (v) devising and implementing the strategy for obtaining any necessary antitrust or competition clearances, including in connection with the determination of any actions required in connection with obtaining such clearances, (vi) all meetings and communications with any Governmental Entity, including in connection with obtaining any such clearances referenced in the preceding clause and (vii) determining if, and if so, the time, manner and terms upon which, any divestitures, dispositions or other remedies would be implemented. (e) The Purchaser further agrees that the Purchaser shall, to the extent necessary to obtain any required Orders or Permits from any Governmental Entity, expiration or termination of any applicable waiting period for or impose any regulatory approvaldelay in the obtaining of, or to avoid increase the entry risk of or have liftednot obtaining, vacated or terminated any legal impediment to closingRegulatory Approval, take the following actions: (i) propose, negotiate, consent to, offer to undertake, commit to and effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition (including by licensing any intellectual property) of any Purchased Assets; and (ii) otherwise offer increase the risk of any Governmental Authority entering, or increase the risk of not being able to take, commit to take remove or take any action that it is capable of taking that limits its freedom of action with respect to, including its ability to operate or retainsuccessfully challenge, any of the Purchased Assets; providedpermanent, howeverpreliminary or temporary injunction or other order, that the Purchaser shall not be required to take any such action decree, decision, determination or actions to the extent such actions, in the aggregate, would represent, directly or indirectly, assets or businesses judgment that would reasonably be likely to result in the one year loss of net sales revenues delay, restrain, prevent, enjoin or otherwise prohibit obtaining any Regulatory Approval or (as measured by fiscal year 2014 net sales revenueiii) in excess of $30,000,000otherwise delay or impede obtaining any Regulatory Approval.

Consents; Regulatory Approvals. (a) Each In furtherance, and not in limitation, of the parties shall use reasonable best efforts to takeSection 5.1, or cause to be takeneach Party will, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise in order to consummate the Transactions, (i) proceed diligently and make effective the transactions contemplated by this Agreement in good faith, and use its commercially reasonable efforts, to obtain as promptly as practicablepracticable Consents required by it and to make all filings required to be made by it with, including and to obtain give all consentsnotices required to be given by it to, approvalsGovernmental Authorities or any other Person in order to consummate the Transactions, authorizationswhich, qualifications and Orders as are necessary for the consummation includes those Consents set forth on, with respect to MOI, Section 5.3(a) of the transactions contemplated by this Agreement; providedMOI Disclosure Schedule, howeverand, nothing set forth with respect to SLH, Section 5.3(a) of the SLH Disclosure Schedule (collectively, the “Approvals”), and (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in this connection therewith, subject to Section 6.5(a) shall be deemed to affect, supersede or expand the conditions set forth under Section 7.2(e) hereof6.10. (b) The Purchaser and the appropriate Seller shall Each Party will provide prompt notification to each promptly apply forother Party when any such Consent is obtained, and shall use reasonable best efforts to obtain taken, made, given or makedenied, as applicable, all Orders and Permits of, and all filings with, will advise each other Party of any material communications with any Governmental Entity Authority or other Person required to be obtained or made by it for the consummation regarding any of the transactions contemplated by this Agreement. Each party shall cooperate with and promptly furnish information to the other party necessary in connection with any requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, if required, the Purchaser and the appropriate Seller shall make an appropriate filing required of each of them pursuant to the HSR Act with respect to the transactions contemplated hereby within ten Business Days following the execution of this Agreement (if not already made), which filings shall not request early termination of the waiting period prescribed by the HSR Act. The Purchaser and the Sellers shall each be responsible for one-half of all filing and similar fees payable in connection with such filings and for any local counsel feesTransactions. (c) Each In furtherance of the Purchaser forgoing Sections 5.3(a) and (b): (i) Each Party will prepare, as soon as is practical following execution of this Agreement, all necessary filings in connection with the Sellers agrees Transactions that may be required to instruct its respective counsel to cooperate be filed by such Party with each other and use their respective reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising applicable Governmental Authority or under the HSR Act at the earliest practicable dates. Such efforts and cooperation include, counsel’s undertaking (to the extent permitted by Law and in each case regarding the transactions contemplated by this Agreement and without waiving attorney-client or under any other applicable privilege) federal, state or local Laws. Each Party will submit such filings as soon as practicable after the execution hereof (except for filings with the Bankruptcy Court, which such filings are addressed solely in Section 5.4), and, with respect to (i) furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary filings under the HSR Act and (ii) permit Act, as soon as practicable following the date on which SLH is selected as the Winning Bidder at the Auction or such earlier date on which the Bankruptcy Court determines that there are no Competing Transactions or Qualified Bids other party to review and incorporate than the other party’s reasonable comments in any filings or other communication given by it to any Governmental Entity or in connection with any proceeding by a private party related to the HSR ActTransactions. None of the Purchaser and the Sellers nor any of their respective counsel shall independently contact any Governmental Entity or participate in any meeting or discussion (or any other communication by any means) with any Governmental Entity in respect The Parties will request expedited treatment of any such filings, applicationswill promptly furnish each other with copies of any notices, investigation correspondence or other inquiry without giving, in the case of the Purchaser, the appropriate Seller, and in the case of the Sellers, the Purchaser, prior reasonable notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Governmental Entity, the opportunity to review and agree to the contents of any representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent permitted by written communication from the relevant Governmental EntityAuthority, will promptly make any appropriate or necessary subsequent or supplemental filings and will promptly cooperate in the opportunity preparation of such filings as is reasonably necessary and appropriate. Each Party has the right to attend review in advance a copy of (and participate at the meeting all information related to MOI or discussion (whichSLH or any of its respective Contributed Assets, at the request of the Purchaser or the Sellers, in each case as applicable, shall be limited to outside antitrust counsel only). (d) Notwithstanding anything to and the contrary herein, the Purchaser (in good faith consultation with the Sellers) shall take the lead in, and shall have the sole discretion and authority Transactions with respect to: (i) the scheduling of, and strategic planning for, any meeting filing with any Governmental Entity, including under the HSR Act, (ii) the making of any filings with Governmental Entities, including the initial filings under the HSR Act (other than the filings to be Authority made by the Sellers, which, after consultation the Purchaser, the Sellers shall take the lead in making), (iii) the process for the receipt of any necessary approvals of Governmental Entities, (iv) the resolution of any investigation or other inquiry of any Governmental Entity, (v) devising and implementing the strategy for obtaining any necessary antitrust or competition clearances, including Party in connection with the determination of any actions required in connection with obtaining such clearances, (vi) all meetings and communications with any Governmental Entity, including in connection with obtaining any such clearances referenced in the preceding clause and (vii) determining if, and if so, the time, manner and terms upon which, any divestitures, dispositions or other remedies would be implementedTransactions. (eii) The Purchaser further agrees that Each Party will, and will cause its respective Affiliates to, cooperate in good faith with the Purchaser shall, to applicable Governmental Authorities and other Persons in obtaining as promptly practicable the extent necessary to obtain Approvals. (iii) Each Party will promptly furnish the other Party copies of any required Orders notices or Permits written communications received by such Party or any of its Representatives from any Governmental EntityAuthority concerning the Transactions, expiration or termination of any waiting period for any regulatory approvaland each Party will permit counsel to the other Party an opportunity to review in advance, and such Party will consider in good faith the views of, or to avoid the entry of or have liftedchanges proposed by, vacated or terminated any legal impediment to closing, take the following actions: (i) propose, negotiate, consent to, offer to undertake, commit to and effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition (including by licensing any intellectual property) of any Purchased Assets; and (ii) otherwise offer to take, commit to take or take any action that it is capable of taking that limits its freedom of action with respect to, including its ability to operate or retainsuch counsel in connection with, any of proposed filing or other communications by such Party and/or its Affiliates to any Governmental Authority concerning the Purchased AssetsTransactions; provided, however, provided that the Purchaser Parties shall not have the joint right to approve in advance any filing or other communication that must be required submitted jointly by SLH and MOI. Each Party will provide the other Party and their counsel the opportunity, on reasonable advance notice, to take participate in any substantive meetings or discussions, either in person or by telephone, between such action Party and/or any of its Affiliates or actions to the extent such actionsRepresentatives, in the aggregate, would represent, directly or indirectly, assets or businesses that would reasonably be likely to result in on the one year loss of net sales revenues (as measured by fiscal year 2014 net sales revenue) in excess of $30,000,000hand, and any Governmental Authority, on the other hand, concerning the Transactions.

Consents; Regulatory Approvals. (a) Each of the parties shall use reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to obtain all consents, approvals, authorizations, qualifications and Orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided, however, nothing set forth in this Section 6.5(a) shall be deemed to affect, supersede or expand the conditions set forth under Section 7.2(e) hereof. (b) The Purchaser and the appropriate Seller Sellers shall each promptly apply for, and shall use reasonable best efforts to obtain or make, as applicable, all Orders and Permits of, and all filings with, any Governmental Entity or other Person required to be obtained or made by it for the consummation of the transactions contemplated by this Agreement. Each party shall cooperate with and promptly furnish information to the other party necessary in connection with any requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, if required, the Purchaser and the appropriate Seller Sellers shall make an appropriate filing required of each of them pursuant to the HSR Act with respect to the transactions contemplated hereby within ten Business Days following the execution of this Agreement (if not already made), which filings shall not request early termination of the waiting period prescribed by the HSR Act. The Purchaser and the Sellers shall each be responsible for one-half of all filing and similar fees payable in connection with such filings and for any local counsel fees. (c) Each of the Purchaser and the Sellers agrees agree to instruct its respective counsel to cooperate with each other and use their respective reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such efforts and cooperation include, counsel’s undertaking (to the extent permitted by Law and in each case regarding the transactions contemplated by this Agreement and without waiving attorney-client or any other applicable privilege) to (i) furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and (ii) permit the other party to review and incorporate the other party’s reasonable comments in any filings or other communication given by it to any Governmental Entity or in connection with any proceeding by a private party related to the HSR Act. None of the Purchaser and the Sellers nor any of their respective counsel shall independently contact any Governmental Entity or participate in any meeting or discussion (or any other communication by any means) with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in the case of the Purchaser, the appropriate SellerSellers, and in the case of the Sellers, the Purchaser, prior reasonable notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Governmental Entity, the opportunity to review and agree to the contents of any representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate at the meeting or discussion (which, at the request of the Purchaser or the Sellers, as applicable, shall be limited to outside antitrust counsel only). (d) Notwithstanding anything to the contrary herein, the Purchaser (in good faith consultation with the Sellers) shall take the lead in, and shall have the sole discretion and authority with respect to: (i) the scheduling of, and strategic planning for, any meeting with any Governmental Entity, including under the HSR Act, (ii) the making of any filings with Governmental Entities, including the initial filings under the HSR Act (other than the filings to be made by the Sellers, which, after consultation the Purchaser, the Sellers shall take the lead in making), (iii) the process for the receipt of any necessary approvals of Governmental Entities, (iv) the resolution of any investigation or other inquiry of any Governmental Entity, (v) devising and implementing the strategy for obtaining any necessary antitrust or competition clearances, including in connection with the determination of any actions required in connection with obtaining such clearances, (vi) all meetings and communications with any Governmental Entity, including in connection with obtaining any such clearances referenced in the preceding clause and (vii) determining if, and if so, the time, manner and terms upon which, any divestitures, dispositions or other remedies would be implemented. (e) The Purchaser agrees that prior to Closing it shall not enter into any other transaction involving the acquisition, directly or indirectly, newspapers or related publications overlapping any service areas of the Purchased Assets. The Purchaser further agrees that the Purchaser shall, to the extent necessary to obtain any required Orders or Permits from any Governmental Entity, expiration or termination of any waiting period for any regulatory approval, or to avoid the entry of or have lifted, vacated or terminated any legal impediment to closing, take the following actions: (i) propose, negotiate, consent to, offer to undertake, commit to and effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition (including by licensing any intellectual property) of any Purchased Assets; and (ii) otherwise offer to take, commit to take or take any action that it is capable of taking that limits its freedom of action with respect to, including its ability to operate or retain, any of the Purchased Assets; provided, however, that the Purchaser shall not be required to take any such action or actions to the extent such actions, in the aggregate, would represent, directly or indirectly, assets or businesses that would reasonably be likely to result in the one year loss of net sales revenues (as measured by fiscal year 2014 net sales revenue) in excess of $30,000,0004,000,000.

Consents; Regulatory Approvals. (a) Each Other than with respect to the Regulatory Approvals (which are the subject of Section 6.7(b) – Section 6.7(d)), the parties shall use commercially reasonable efforts to obtain any third party consents, authorizations, approvals or waivers necessary with respect to any Permits or Company Contract in connection with the consummation of the transactions contemplated hereby (any such consent, authorization, approval or waiver, a “Consent”), but, except for those Consents subject to Section 7.4 and Section 8.5, no such Consents are conditions to the Closing. Except in connection with the Pre-Closing Restructuring Transactions, nothing in this Section 6.7(a) shall require the expenditure or payment of any funds (other than in respect of normal and usual immaterial processing fees or other similar costs imposed by a third party in connection with the granting of a Consent, which shall be borne by Seller) or the giving of any other consideration (including the agreement to any modification of such Company Contract) by any party in order to obtain any Consent. (b) As promptly as practicable after the date of this Agreement, the parties shall file with the applicable Governmental Authorities all applications or other filings necessary to obtain the Regulatory Approvals. The parties shall cooperate in good faith in the diligent submission of any additional information requested by such Governmental Authorities, and will use (and cause their respective Affiliates to use) their respective reasonable best efforts to take, or cause to be taken, take all appropriate action to do, or cause to be done, all things steps necessary, proper or advisable to obtain each Regulatory Approval as soon as reasonably practicable after the filing date. Without limiting the foregoing, once obtained, the parties shall use their respective reasonable best efforts to maintain the effectiveness of each Regulatory Approval until the earlier of the Closing or the termination of this Agreement in accordance with its terms, including by cooperating to make such filings and taking such actions as may be necessary to extend the effectiveness of the Regulatory Approvals. All filing and similar fees relating to Regulatory Approvals shall be shared equally by Seller and Xxxxx. (c) In connection with their obligations pursuant to Section 6.7(b), to the extent permitted by applicable Law, Buyer and Seller shall (i) promptly notify the other of, and if in writing, furnish the other with copies of, any material communication received by such party from or with any Governmental Authority, (ii) provide each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all material written or oral communications with any Governmental Authority, (iii) not participate in any substantive meeting by telephone or in person or have any substantive communication with any Governmental Authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate therein, (iv) furnish each other with such information and assistance as the other may reasonably request in connection with any governmental filing or submission, and (v) reasonably cooperate with each other in connection with and in advance of any filing or submission with a Governmental Authority and in connection with any investigation or other inquiry by or before any Governmental Authority. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under applicable this Section 6.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside legal counsel and will not be disclosed by such outside legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. For the avoidance of doubt and notwithstanding the foregoing, the covenants and agreements in this Section 6.7(c) shall not apply to Seller (or any of its Affiliates) with respect to (x) any Regulatory Approvals relating to the Wireless Business or (y) any consents, clearances, approvals or authorizations of, or notices to, Governmental Authorities in connection with the Pre-Closing Restructuring Transactions or that otherwise do not relate to the transactions contemplated hereby. (d) Buyer shall take all actions necessary to obtain the Regulatory Approvals and take promptly any and all steps that are necessary to eliminate each and every impediment as may be necessary to obtain the Regulatory Approvals, including under any antitrust or competition Law or otherwise that may be required by any Governmental Authority, so as to consummate and make effective enable the parties to close the transactions contemplated by this Agreement as promptly as practicable, including that Buyer shall, and shall cause its Affiliates to, divest any of its or their assets or businesses, alter its or their businesses and accept any condition that is adverse to its or their business operations, in each case, as may be necessary to obtain all consentsthe Regulatory Approvals. Notwithstanding anything to the contrary in this Section 6.7 or otherwise in this Agreement, approvals, authorizations, qualifications and Orders as are necessary for in connection with the consummation pursuit of the Regulatory Approvals or otherwise in connection with this Agreement or the transactions contemplated by this Agreement; providedhereby, however, nothing set forth in this Section 6.5(a) no event shall Seller or any of its Affiliates be deemed to affect, supersede or expand the conditions set forth under Section 7.2(e) hereof. (b) The Purchaser and the appropriate Seller shall each promptly apply for, and shall use reasonable best efforts to obtain or make, as applicable, all Orders and Permits of, and all filings with, any Governmental Entity or other Person required to be obtained or made by it for the consummation divest any assets of the transactions contemplated by this AgreementWireless Business, alter in any way the Wireless Business or accept any condition that is adverse to the Wireless Business. Each No party shall cooperate with and promptly furnish information knowingly take, cause, or permit to the other party necessary in connection with be taken or omit to take any requirements imposed upon such other party in connection with action which could reasonably be expected to delay or prevent any Regulatory Approval or the consummation of the transactions contemplated by this Agreement. Without limiting the generality foregoing, Buyer further agrees that it shall not, and shall not permit any of its Affiliates to, directly or indirectly, acquire or agree to acquire any assets, business or any person, whether by merger, consolidation, purchasing a substantial portion of the foregoingassets of or equity in any person or by any other manner or engage in any other transaction or take any other action, if requiredthe entering into of an agreement relating to or the consummation of such acquisition, the Purchaser and the appropriate Seller shall make an appropriate filing required of each of them pursuant to the HSR Act with respect to the transactions contemplated hereby within ten Business Days following the execution of this Agreement (if not already made)merger, which filings shall not request early termination of the waiting period prescribed by the HSR Act. The Purchaser and the Sellers shall each consolidation or purchase or other transaction or action would reasonably be responsible for one-half of all filing and similar fees payable in connection with such filings and for any local counsel fees. (c) Each of the Purchaser and the Sellers agrees to instruct its respective counsel to cooperate with each other and use their respective reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such efforts and cooperation include, counsel’s undertaking (to the extent permitted by Law and in each case regarding the transactions contemplated by this Agreement and without waiving attorney-client or any other applicable privilege) expected to (i) furnish to each other’s counsel such necessary information and reasonable assistance as the other may request in connection with its preparation of impose any filing or submission that is necessary under the HSR Act and (ii) permit the other party to review and incorporate the other party’s reasonable comments in any filings or other communication given by it to any Governmental Entity or in connection with any proceeding by a private party related to the HSR Act. None of the Purchaser and the Sellers nor any of their respective counsel shall independently contact any Governmental Entity or participate in any meeting or discussion (or any other communication by any means) with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, delay in the case of the Purchaser, the appropriate Seller, and in the case of the Sellers, the Purchaser, prior reasonable notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Governmental Entity, the opportunity to review and agree to the contents of any representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate at the meeting or discussion (which, at the request of the Purchaser or the Sellers, as applicable, shall be limited to outside antitrust counsel only). (d) Notwithstanding anything to the contrary herein, the Purchaser (in good faith consultation with the Sellers) shall take the lead in, and shall have the sole discretion and authority with respect to: (i) the scheduling of, and strategic planning for, any meeting with any Governmental Entity, including under the HSR Act, (ii) the making of any filings with Governmental Entities, including the initial filings under the HSR Act (other than the filings to be made by the Sellers, which, after consultation the Purchaser, the Sellers shall take the lead in making), (iii) the process for the receipt of any necessary approvals of Governmental Entities, (iv) the resolution of any investigation or other inquiry of any Governmental Entity, (v) devising and implementing the strategy for obtaining any necessary antitrust or competition clearances, including in connection with the determination of any actions required in connection with obtaining such clearances, (vi) all meetings and communications with any Governmental Entity, including in connection with obtaining any such clearances referenced in the preceding clause and (vii) determining if, and if so, the time, manner and terms upon which, any divestitures, dispositions or other remedies would be implemented. (e) The Purchaser further agrees that the Purchaser shall, to the extent necessary to obtain any required Orders or Permits from any Governmental Entity, expiration or termination of any applicable waiting period for or impose any regulatory approvaldelay in the obtaining of, or to avoid increase the entry risk of or have liftednot obtaining, vacated or terminated any legal impediment to closingRegulatory Approval, take the following actions: (i) propose, negotiate, consent to, offer to undertake, commit to and effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition (including by licensing any intellectual property) of any Purchased Assets; and (ii) otherwise offer increase the risk of any Governmental Authority entering, or increase the risk of not being able to take, commit to take remove or take any action that it is capable of taking that limits its freedom of action with respect to, including its ability to operate or retainsuccessfully challenge, any of the Purchased Assets; providedpermanent, howeverpreliminary or temporary injunction or other order, that the Purchaser shall not be required to take any such action decree, decision, determination or actions to the extent such actions, in the aggregate, would represent, directly or indirectly, assets or businesses judgment that would reasonably be likely to result in the one year loss of net sales revenues delay, restrain, prevent, enjoin or otherwise prohibit obtaining any Regulatory Approval or (as measured by fiscal year 2014 net sales revenueiii) in excess of $30,000,000otherwise delay or impede obtaining any Regulatory Approval.