Common use of Consummation of Transactions Clause in Contracts

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of its respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following: (1) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC Law. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the TransactionsTransactions (which efforts shall not include any obligation of the Company or its Affiliates to bid more than the Company deems appropriate, in its sole discretion, to acquire PCS Licenses in the Auction), which efforts shall include, without limitation, the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, including the approval of this Agreement and the Transactions under the HSR Act and by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the TransactionsAuthorities, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. Each party shall pay any filing or comparable fees required to be paid by such party under the HSR Act. (2b) Each party shall furnish to the other parties party all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company such party or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC LawTransactions. (3c) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. . (d) Nothing in this Agreement shall be construed to require the parties Purchaser to consummate the Closing Transactions if any regulatory approval Consent by the FCC, FTC or DOJ expressly would require that it or any of its Affiliates (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assetsassets existing as of the date hereof; provided, however, that this Section 5.1(d) shall not apply to any FCC, FTC or DOJ requirement to Consent for the Transactions arising from or relating to any actions taken by Purchaser or its Affiliates after the date hereof. (e) Each party shall promptly notify the other party in writing when and if its board of directors has approved this Agreement and the Transaction Documents.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and the Related Agreements and to consummate the Transactions, which efforts shall include, without limitation, the following: (1) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, FCC and any Consents necessary or advisable in the reasonable judgment of AT&T PCS in connection with franchise laws applicable to the execution, delivery and performance of this Agreement and the Related Agreements or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by AT&T PCS or the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC LawRules. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this AgreementAgreement and the Related Agreements. (4) To the extent that any franchise Laws shall be applicable to the relationship between AT&T PCS (or its Affiliates) and the Company, each party shall use commercially reasonable efforts to comply with such Laws. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement and the Related Agreements or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use all commercially ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, include the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, including the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2b) Each party shall furnish to the other parties party all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by AT&T PCS or the Company or any other party in connection with the Transactions or otherwise to determine compliance comply with applicable FCC Law. (3c) Upon the request of any the other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in . (d) Each party covenants and agrees from and after the execution and delivery of this Agreement shall be construed to require the parties to consummate and including the Closing if any regulatory approval would require that it Date as follows: (i) divest It is understood that the Closing is subject to prior approval of the FCC and may be subject to the prior approval of one or hold separate more state regulatory commissions. The parties shall use their best efforts to file with the FCC and any relevant state agency or agencies, as soon as practicable following the date hereof and in no event later than ten (10) Business Days from the date hereof, a joint application requesting the approval of the transfer of the Purchased Assets to the Company, or its assets existing designee. Each of the parties hereto shall diligently take or cooperate in the taking of all steps which are necessary or appropriate to expedite the prosecution and favorable consideration of such applications. The parties covenant and agree to undertake all actions reasonably requested by the FCC or other regulatory authority and to file such material as shall be necessary or required to obtain any necessary waivers or other authority from the FCC or such state agency or agencies in connection with the foregoing applications. (ii) Within fifteen (15) Business Days of the date hereof of execution hereof, the parties shall file, or cause to be filed, with the Federal Trade Commission and the Antitrust Division of the Department of Justice any and all reports or notifications which are required to be filed under the HSR Act or other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assetsLaw.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and the Related Agreements and to consummate the Transactions, which efforts shall include, without limitation, the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, FCC and any Consents necessary or advisable in the reasonable judgment of AT&T PCS in connection with franchise laws applicable to the execution, delivery and performance of this Agreement and the Related Agreements or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2b) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by AT&T PCS, TWR or the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC LawRules. (3c) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this AgreementAgreement and the Related Agreements. (d) Each party shall use all commercially reasonable efforts to modify the structure of the Transactions in such a manner that no franchise laws shall be applicable to the relationship between AT&T PCS or TWR (or their respective Affiliates) and the Company; provided that, no party shall be obligated to agree to any modification that adversely affects such party. The Company acknowledges that (i) the Company and AT&T PCS, TWR and their respective Affiliates do not intend to create a franchise or business opportunity relationship; (ii) the wireless telephones ("Telephones") if any, purchased by the Company from AT&T PCS and its Affiliates and minutes for mobile wireless radiotelephonic service ("Minutes") purchased by the Company under the terms of the Roaming Agreement are being sold at bona fide wholesale prices; (iii) the Company is not required by this Agreement or the Related Agreements or as a matter of practical necessity to purchase more than a reasonable quantity of Telephones or Minutes; and (iv) none of AT&T PCS, TWR or any of their respective Affiliates has made any representation to the Company that (A) the Company or its equity holders will earn, or are likely to earn, a gross or net profit, (B) AT&T PCS, TWR or any of their respective Affiliates has knowledge of the market that the Company will operate in or that the market demand will enable the Company to earn a profit, (C) there is a guaranteed market for the Company, or (D) AT&T PCS, TWR or any of their respective Affiliates will provide the Company with locations or assist the Company in finding locations for use or operation of its business. The Company has been informed at least seven days prior to the execution of this Agreement that AT&T PCS's and TWR's principal business address is, and AT&T PCS's and TWR's agent for service of process is, c/o AT&T Corp., 00 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement and the Related Agreements or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use (except as otherwise provided in this Section 3.1) all ---------------------------- commercially reasonable efforts to take, take or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of its their respective obligations under this Agreement and to consummate the TransactionsTransactions at the earliest practicable date, which efforts shall include, without limitation, include the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, including the approval of this Agreement and the Swap Transactions by all Governmental Authorities and agencies, including the FCC, and any Consents necessary or advisable in the reasonable judgment of TeleCorp and AT&T in connection with franchise laws applicable to the execution, delivery and performance of this Agreement or the consummation of the Swap Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2b) Each party shall furnish to the other parties party all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company AT&T, TeleCorp or any other party in connection with the Transactions or otherwise to determine compliance comply with applicable FCC Law. (3c) Upon the request of any other another party, each party shall shall, without further consideration, forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents documents, and shall take such other action, as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and the Stockholders Agreement to consummate the Transactions, which efforts shall include, without limitation, the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions; provided that Mercury shall not make any filings with the FCC regarding the Mercury Licenses without the prior review and approval of the Company. (2b) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by Mercury or the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC LawRules. (3c) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement and the Stockholders Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement and the Stockholders Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and the Related Agreements and to consummate the Transactions, which efforts shall include, without limitation, the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, FCC and any Consents necessary or advisable in the reasonable judgment of AT&T PCS in connection with franchise laws applicable to the execution, delivery and performance of this Agreement and the Related Agreements or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2b) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by AT&T PCS or the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC LawRules. (3c) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further farther instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this AgreementAgreement and the Related Agreements. (d) Each party shall use all commercially reasonable efforts to modify the structure of the Transactions in such a manner that no franchise laws shall be applicable to the relationship between AT&T PCS (or its Affiliates) and the Company; provided that, no party shall be obligated to agree to any modification that adversely affects such party. The Company acknowledges that (i) the Company and AT&T PCS and its Affiliates do not intend to create a franchise or business opportunity relationship; (ii) the wireless telephones ("Telephones") if any, purchased by the Company from AT&T PCS and its Affiliates and minutes for mobile wireless radiotelephonic service ("Minutes") purchased by the Company under the terms of the Roaming are being sold at bona fide wholesale prices; (iii) the Company is not required by this Agreement or the Related Agreements or as a matter of practical necessity to purchase more than a reasonable quantity of Telephones or Minutes; and (iv) neither AT&T PCS nor any of its Affiliates has made any representation to the Company that (a) the Company or its equity holders will earn, or are likely to earn, a gross or net profit, (b) AT&T PCS or any of its Affiliates has knowledge of the market that the Company will operate in or that the market demand will enable the Company to earn a profit, (c) there is a guaranteed market for the Company, or (d) AT&T PCS or any of its Affiliates will provide the Company with locations or assist the Company in finding locations for use or operation of its business. The Company has been informed at least seven days prior to the execution of this Agreement that AT&T PCS's principal business address is, and AT&T's agent for service of process is, c/o AT&T Corp., 00 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement and the Related Agreements or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use all commercially ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, including the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, FCC delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2b) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC Law. (3c) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and Agreement, to consummate the Transactions, which efforts shall include, without limitation, the following: (1) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. Seller shall make, and the Company shall make, filings with the FCC to obtain FCC approval of the license transfers contemplated hereunder no later than ten (10) days following the date on which this Agreement is fully executed by each of Seller and the Company. (2) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by Seller or the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC LawRules. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby, which efforts shall include, without limitation, the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions transactions contemplated hereby to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions transactions contemplated hereby by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactionstransactions contemplated hereby; provided that Sellers shall not make any filings with the FCC regarding the Tritel Licenses without the prior review and approval of the Company. (2b) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by either Seller or the Company or any other party in connection with the Transactions transactions contemplated hereby or otherwise to determine compliance with applicable FCC LawRules. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions; PROVIDED that DCC shall not make any filings with the FCC regarding the DCC Licenses without the prior review and approval of the Purchasers. (2b) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company DCC or either Purchaser or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC LawRules. (3c) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, include the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, including the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2b) Each party shall furnish to the other parties party all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by AT&T PCS or the Company or any other party in connection with the Transactions or otherwise to determine compliance comply with applicable FCC Law. (3c) Upon the request of any the other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in . (d) Each party covenants and agrees from and after the execution and delivery of this Agreement shall be construed to require the parties to consummate and including the Closing if any regulatory approval would require that it Date as follows: (i) divest It is understood that the Closing is subject to prior approval of the FCC and may be subject to the prior approval of one or hold separate more state regulatory commissions. The parties shall use their best efforts to file with the FCC and any relevant state agency or agencies, as soon as practicable following the date hereof and in no event later than ten (10) Business Days from the date hereof, a joint application requesting the approval of the transfer of the Purchased Assets to the Company, or its assets existing designee. Each of the parties hereto shall diligently take or cooperate in the taking of all steps which are necessary or appropriate to expedite the prosecution and favorable consideration of such applications. The parties covenant and agree to undertake all actions reasonably requested by the FCC or other regulatory authority and to file such material as shall be necessary or required to obtain any necessary waivers or other authority from the FCC or such state agency or agencies in connection with the foregoing applications. (ii) Within fifteen (15) Business Days of the date hereof of execution hereof, the parties shall file, or cause to be filed, with the Federal Trade Commission and the Antitrust Division of the Department of Justice any and all reports or notifications which are required to be filed under the HSR Act or other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assetsLaw.

Consummation of Transactions. Each party shall use all commercially ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, include the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoingforegoing and as more specifically set forth in Section 4.1(d)(i), to obtain all necessary Consents including, without limitation, including the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery agencies and performance of this Agreement or the consummation of the Transactions, third parties and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions, provided, however, that no filings shall be made to Governmental Authorities unless approved in advance by the Company. (2b) Each party shall furnish to the other parties party all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by Airadigm or the Company or any other party in connection with the Transactions or otherwise to determine compliance comply with applicable FCC Law. (3c) Upon the request of any the other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, assumption, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in . (d) Each party covenants and agrees from and after the execution and delivery of this Agreement shall be construed to require the parties to consummate and including the Closing if any regulatory approval would require that it Date as follows: (i) divest It is understood that the Closing is subject to prior approval of the FCC and may be subject to the prior approval of one or hold separate more state regulatory commissions. The parties shall use their best efforts to file with the FCC and any of its assets existing relevant state agency or agencies, as of soon as practicable following the date hereof and only to the extent that the FCC Petition shall not be adversely affected, a joint application requesting the approval of the transfer of the Purchased Assets to the Company (or the appropriate Designated Purchaser). Each of the parties hereto shall diligently take or cooperate in the taking of all steps which are necessary or appropriate to expedite the prosecution and favorable consideration of such applications; provided, that Airadigm shall make no material filings without the express prior consent of the Company (or TeleCorp, if applicable), which consent shall not be unreasonably withheld. The parties covenant and agree to undertake all actions reasonably requested by the FCC or other than regulatory authority and to file such material as contemplated by this Agreement shall be necessary or required to obtain any necessary waivers or other authority from the FCC or such state agency or agencies in connection with the foregoing applications. (ii) otherwise take As soon as practicable following the date of execution hereof, the parties shall file, or commit cause to take be filed, with the Federal Trade Commission and the Antitrust Division of the Department of Justice any action and all reports or notifications which are required to be filed under the HSR Act or other Law; provided, that limits its freedom Airadigm shall make no filings without the express prior consent of action in any the Company, which consent shall not be unreasonably withheld. (iii) It is understood that the Closing is subject to prior approval of the Court and the entry of the Confirmation Order. The parties shall use their best efforts to file and amend, as necessary, the Disclosure Statement and the Plan, and to obtain the Disclosure Statement Order and the Confirmation Order from the Court after giving adequate notice of and opportunity for a hearing. The parties covenant and agree to undertake all actions reasonably requested or required by the Court and to file such material respect with respect as shall be necessary or required promptly to any of its businesses, product lines or assetsobtain the Disclosure Statement Order and the Confirmation Order.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the Transactionstransactions, which efforts shall include, without limitation, the following: (1i) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions transactions to be consummated in accordance with the terms hereof, and, without . Without limiting the generality of the foregoing, to the Company and the Purchasers, respectively, shall obtain all necessary Consents includingConsents, without limitation, including the approval of this Agreement and the Transactions transactions by the Company's shareholders and by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the TransactionsAuthorities, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactionstransactions. (2ii) Each party shall furnish to the other parties party all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company such party or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC Lawtransactions. (3iii) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it . (iiv) divest or hold separate any of its assets existing as Each Purchaser who is a current stockholder of the date hereof other than as Company agrees to vote its shares of voting stock of the Company to approve the transactions contemplated by this Agreement or (ii) otherwise take or commit in connection with the Company's contemplated solicitation of shareholder approval pursuant to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assetsSECTION 5.10 hereof.

Consummation of Transactions. Each party shall use (except as otherwise ---------------------------- provided in this Section 3.1) all ---------------------------- commercially reasonable efforts to take, take or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of its their respective obligations under this Agreement and to consummate the TransactionsTransactions at the earliest practicable date, which efforts shall include, without limitation, include the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, including the approval of this Agreement and the Swap Transactions by all Governmental Authorities and agencies, including the FCC, and any Consents necessary or advisable in the reasonable judgment of TeleCorp and AT&T in connection with franchise laws applicable to the execution, delivery and performance of this Agreement or the consummation of the Swap Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2b) Each party shall furnish to the other parties party all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company AT&T, TeleCorp or any other party in connection with the Transactions or otherwise to determine compliance comply with applicable FCC Law. (3c) Upon the request of any other another party, each party shall shall, without further consideration, forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents documents, and shall take such other action, as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use (except as ---------------------------- otherwise provided in this Section 4.1) all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of its their respective obligations under this Agreement and the Related Agreements Amendments and to consummate the Transactions, which efforts shall include, without limitation, include the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, including the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, and any Consents necessary or advisable in the reasonable judgment of AT&T PCS in connection with franchise laws applicable to the execution, delivery and performance of this Agreement or the Related Agreement Amendments or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2b) Each party shall furnish to the other parties party all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by AT&T PCS, the Company, Triton License Company or any other party in connection with the Transactions or otherwise to determine compliance comply with applicable FCC Law. (3c) Upon the request of any other another party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this AgreementAgreement and the Related Agreements Amendments. (d) Each party covenants and agrees from and after the execution and delivery of this Agreement to and including the Closing Date as follows: (i) As reported by Public Notice issued by the FCC (Report No. 204 dated April 14, 1999), the parties acknowledged that the FCC approved separately filed applications by each of AT&T PCS and Triton License Company, respectively, requesting FCC Consent to the assignment of, in the case of AT&T PCS, the AT&T PCS Transferred License and, in the case of Triton License Company, the Cumberland/Hagerstown Exchanged License. Each party hereby agrees to use its best efforts to take, or forbear from taking, all such actions, so as to maintain such approval in full force and effect and not to engage in, or forbear from engaging in, any activity which would result in the revocation or modification of such approval. In addition to FCC approval, it is understood that the Closing may be subject to the prior approval of one or more state regulatory commissions. The parties shall use their best efforts to file with any relevant state agency or agencies, as soon as practicable following the date hereof and in no event later than ten (10) Business Days from the date hereof, a joint application requesting the approval of the License Exchange and the License Contribution. Each of the parties hereto shall diligently take or cooperate in the taking of all steps which are necessary or appropriate to expedite the prosecution and favorable consideration of such applications. The parties covenant and agree to undertake all actions reasonably requested by any regulatory authority and to file such material as shall be necessary or any required to obtain any necessary waivers or other authority from the any state agency or agencies in connection with the foregoing applications. (ii) Within fifteen (15) Business Days of the date of execution hereof, the parties shall file, or cause to be filed, with the Federal Trade Commission and the Antitrust Division of the Department of Justice any and all reports or notifications which are required to be filed under the HSR Act or other Law. (e) Each party shall use all commercially reasonable efforts to modify the structure of the Transactions in such a manner that no franchise laws shall be applicable to the relationship between AT&T PCS (or its Affiliates) and the Company; provided that, no party shall be obligated to agree to any modification that adversely affects such party. The Company acknowledges that (i) the Company and AT&T PCS and its Affiliates do not intend to create a franchise or business opportunity relationship; (ii) the wireless telephones ("Telephones") ---------- if any, purchased by the Company from AT&T PCS and its Affiliates and minutes for mobile wireless radiotelephonic service ("Minutes") purchased by the Company ------- under the terms of the Roaming Agreement are being sold at bona fide wholesale prices; (iii) the Company is not required by this Agreement or the Related Agreements or as a matter of practical necessity to purchase more than a reasonable quantity of Telephones or Minutes; and (iv) neither AT&T PCS nor any of its Affiliates has made any representation to the Company that (a) the Company or its equity holders will earn, or are likely to earn, a gross or net profit, (b) AT&T PCS or any of its Affiliates has knowledge of the market that the Company will operate in or that the market demand will enable the Company to earn a profit, (c) there is a guaranteed market for the Company, or (d) AT&T PCS or any of its Affiliates will provide the Company with locations or assist the Company in finding locations for use or operation of its business. The Company has been informed at least seven days prior to the execution of this Agreement that AT&T PCS's principal business address is, and AT&T's agent for service of process is, c/o AT&T Corp., 00 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Notwithstanding the foregoing, no acknowledgment of the Company contained in this Section 4.1(e) shall be deemed to alter, modify or otherwise amend any of the Related Agreements or the rights and obligations of the parties thereunder. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement and the Related Agreements or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assetsassets other than as contemplated by this Agreement or the Related Agreements.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby, which efforts shall include, without limitation, the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions transactions contemplated hereby to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions transactions contemplated hereby by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactionstransactions contemplated hereby; provided that Mercury shall not make any filings with the FCC regarding the Mercury Licenses without the prior review and approval of the Company. (2b) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by Mercury or the Company or any other party in connection with the Transactions transactions contemplated hereby or otherwise to determine compliance with applicable FCC LawRules. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party shall use all commercially ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, include the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain obtain, subject to Section 4.4(f), all necessary Consents including, without limitation, including the approval of this Agreement and the Transactions by all Governmental Authorities and agenciesagencies and third parties, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions; it being understood and agreed that AT&T PCS shall not be obligated to obtain, or seek to obtain, the Consents of any third parties to the assignment of the Assigned Agreements set forth on Schedule 5.2. (2b) Each party shall furnish to the other parties party all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by AT&T PCS or the Company or any other party in connection with the Transactions or otherwise to determine compliance comply with applicable FCC Law. (3c) Upon the request of any the other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in . (d) Each party covenants and agrees from and after the execution and delivery of this Agreement shall be construed to require the parties to consummate and including the Closing if any regulatory approval would require that it Date as follows: (i) divest It is understood that the Closing is subject to prior approval of the FCC and may be subject to the prior approval of one or hold separate more state regulatory commissions. The parties shall use their best efforts to file with the FCC and any relevant state agency or agencies, as soon as practicable following the date hereof and in no event later than ten (10) Business Days from the date hereof, a joint application requesting the approval of the transfer of the Purchased Assets to the Company, or its assets existing designee. Each of the parties hereto shall diligently take or cooperate in the taking of all steps which are necessary or appropriate to expedite the prosecution and favorable consideration of such applications. The parties covenant and agree to undertake all actions reasonably requested by the FCC or other regulatory authority and to file such material as shall be necessary or required to obtain any necessary waivers or other authority from the FCC or such state agency or agencies in connection with the foregoing applications. (ii) Within five (5) Business Days of the date hereof of execution hereof, the parties shall file, or cause to be filed, with the Federal Trade Commission and the Antitrust Division of the Department of Justice any and all reports or notifications which are required to be filed under the HSR Act or other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assetsLaw.

Consummation of Transactions. Each party shall use all commercially ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and the Related Agreements and to consummate the Transactions, which efforts shall include, without limitation, the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, including the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, FCC delivery and performance of this Agreement and the Related Agreements or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2b) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC Law. (3c) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require and the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assetsRelated Agreements.

Consummation of Transactions. Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law law to carry out all of its their respective obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby, which efforts shall include, without limitation, the following: (1a) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions transactions contemplated hereby to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions transactions contemplated hereby by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactionstransactions contemplated hereby; provided that Tritel shall not make any filings with the FCC regarding the Purchased Licenses without the prior review and approval of the Company. (2b) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by Tritel or the Company or any other party in connection with the Transactions transactions contemplated hereby or otherwise to determine compliance with applicable FCC LawRules. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

Consummation of Transactions. Each party Party shall use all ---------------------------- commercially reasonable its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of its their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, include the following: (1a) The parties Parties shall use all commercially reasonable their best efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoingforegoing and as more specifically set forth in Section 4.1(d)(i), to obtain all necessary Consents including, without limitation, including the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable third parties (exclusive of consents relating to the execution, delivery and performance of this Agreement or the consummation of the Transactions, HNS Agreements) and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties Parties to consummate the Transactions, and, in the case of Indus, to promptly obtain the approval of the Transactions by its Board of Directors and Stockholders; provided, however, that no filings shall be made with Governmental Authorities unless approved in advance by the Buyer, which approval will not be unreasonably withheld. (2b) Each party Party shall furnish to the other parties Party all information concerning such party Party and its Affiliates reasonably required for inclusion in any application or filing to be made by Indus or the Company Buyer or any other party Party in connection with the Transactions or otherwise to determine compliance comply with applicable FCC Law. (3c) Upon the request of any other partyanother Party, each party Party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, assumption, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party Party in order to effectuate the purposes of this Agreement. Nothing in . (d) Each Party covenants and agrees from and after the execution and delivery of this Agreement shall be construed to require the parties to consummate and including the Closing if any regulatory approval would require that it Date as follows: (i) divest or hold separate any of its assets existing as It is understood that the Closing is subject to prior approval of the FCC and may be subject to the prior approval of one or more state regulatory commissions. The Parties shall use their best efforts to file with the FCC and any relevant state agency or agencies, as soon as practicable following the date hereof other than of execution hereof, a joint application requesting the approval of the assignment of the PCS License by Indus to the Buyer, Acquisition Sub or the Designated Purchaser as contemplated by this Agreement (the "PCS License Assignment"). Each of the Parties hereto shall diligently take or cooperate in the taking of all steps which are necessary or appropriate to expedite the prosecution and favorable consideration of such applications; provided, that Indus shall make no filings without the express prior consent of the Buyer, which consent shall not be unreasonably withheld. The Parties covenant and agree to undertake all actions reasonably requested by the FCC or other regulatory authority and to file such material as shall be necessary or required to obtain any necessary waivers or other authority from the FCC or such state agency or agencies in connection with the foregoing applications. The Buyer and Acquisition Sub, or Designated Purchaser respectively agree to bear the expense of any payments to the United States Treasury that may be required as a condition to the FCC's approval of PCS License Assignment to the Buyer, Acquisition Sub, or the Designated Purchaser, including any unjust enrichment penalty imposed pursuant to 47 CFR ss. 1.2111 of the FCC Law. (ii) otherwise take As soon as practicable following the date of execution hereof, the Parties shall file, or commit cause to take be filed, with the Federal Trade Commission and the Antitrust Division of the Department of Justice, any action and all reports and notifications required to be filed under the HSR Act or other Law; provided, that limits its freedom Indus shall make no filings without the express prior consent of action in the Buyer, which consent shall not be unreasonably withheld. The Buyer shall pay any material respect with respect fee under the HSR Act relating to the Transactions, if any of its businesses, product lines or assetsHSR Act filing is required.