Cooperation; Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, each of the Company, Buyer and Merger Sub shall cooperate with each other and shall use (and shall cause their respective Subsidiaries to use) its commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including, without limitation, (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (including the consent of the FCC), and (ii) taking all steps as may be necessary to obtain all such consents, waivers, licenses, registrations, permits, authorizations, tax rulings, orders and approvals; provided that the Company shall not be required to incur any significant expense or liability or agree to any significant modification to any contractual arrangement or Company Permit to obtain any of the foregoing.
Cooperation; Filings and Approvals. (a) In order to enable Purchaser (or its Affiliates or any assignees of the same) to comply with reporting requirements, Sellers and the Representative hereby consent to Purchaser (or its agents, representatives, auditor or accountants (the “Auditors”)) performing an audit of the Company, the Blockers and the Operating Subsidiaries in compliance with Rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC” and such audit, the “Audit”) (to be delivered by the Auditors on or before February 15, 2019). At no out-of-pocket fee or expense to Sellers, Sellers shall allow the Auditors to conduct an audit of the income statements of the Company, the Blockers and the Operating Subsidiaries for the completed fiscal year ended December 31, 2017 and to prepare an unaudited compilation of the financial statements in comparable form for the nine-month period ended September 30, 2018, and shall cooperate with and provide reasonable assistance to the Auditors in the conduct of such Audit. In connection with the Audit, at Purchaser’s request and in the Auditor’s sole discretion, Sellers and the Representative shall use commercially reasonable efforts to discuss the proposed Audit and compilation with the Auditors. Sellers and the Representative further agree, at no cost or charge to Sellers or the Representative, to (for a period of six (6) months following the Closing) provide commercially reasonable cooperation with Purchaser’s Auditors, including making available, at reasonable times and upon reasonable prior notice, to Purchaser and Purchaser’s Auditors, Sellers’ accounting personnel whose past responsibilities have included accounting functions relating to the Company and the Operating Subsidiaries, including without limitation answering reasonable questions posed by the Auditors. Sellers and the Representative agree to retain copies (physical or electronic) of the accounting books and records of the Company and the Operating Subsidiaries for a period of one year following the Closing (excluding any accounting records books and records, the right to possession of which is transferred to Purchaser pursuant to Section 2.2(j)). Purchaser shall reimburse Sellers and the Representative for any out of pocket costs and expenses incurred by Sellers or the Representative in complying with this Section 7.2(a), provided such costs and expenses are approved in advance by Purchaser. Additionally, within ninety (90) days following the Closing, Sellers s...
Cooperation; Filings and Approvals. (a) Subject to the terms and conditions of this Agreement (including Section 6.2(d) and Section 10.1), the Parties shall cooperate with one another and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and in any event by or before the Outside Date and to consummate and make effective, in the most expeditious manner practicable, the Transaction, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including, any required filings under the HSR Act and the antitrust Laws of any other applicable jurisdiction), (ii) make all filings and obtain all approvals, consents, registrations, waiting period expirations or terminations, Permits, authorizations and other confirmations from any Governmental Authority or other Person necessary, proper or advisable to consummate the Transaction, including the Required Consents and (iii) make all filings and obtain all approvals, consents, registrations, authorizations and confirmations with respect to operating Permits (such as liquor licenses) necessary, proper or advisable for the continued operations of the Acquired Companies in the Ordinary Course of Business following the Closing; provided that neither the Company nor Sellers shall be obligated to pay any material fees, costs or consideration to any Person from whom any such approval, consent, registration, Permit, authorization or other confirmation is requested. For the avoidance of doubt, the obtaining of any such approval, consent, registration, Permit, authorization or other confirmation is not a condition to Closing unless expressly set forth in Article VII.
Cooperation; Filings and Approvals. (a) Subject to the terms and conditions of this Agreement (including Section 7.2(d)), the Parties shall cooperate with one another and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective commercially reasonable efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, and in any event by or before the Outside Date, the Transaction, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents; provided, however, that none of Purchaser, Merger Sub, the Company or the Equity Holders shall be obligated to pay any fees, costs or consideration to any Person from whom any such approval, consent, registration, Permit, authorization or other confirmation is requested, except as otherwise set forth in this Agreement. For the avoidance of doubt, the obtaining of any such approval, consent, registration, Permit, authorization or other confirmation is not a condition to Closing unless expressly set forth in Article VIII.
Cooperation; Filings and Approvals. Subject to the terms and conditions of this Agreement, the Parties shall cooperate with one another and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective commercially reasonable efforts to promptly (a) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transaction, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (b) obtain all approvals, consents, registrations, Permits, authorizations and other confirmations from any Governmental Authority or other Person (other than a Governmental Authority) necessary, proper or advisable to consummate and make effective the Transaction; provided that neither the Company nor the Stockholders shall be obligated to pay any consideration to any Person (other than filing or similar fees to a Governmental Authority, and, in the case of a Governmental Authority, Section 9.1(a) shall govern) from whom any such approval, consent, registration, Permit, authorization or other confirmation is requested.
Cooperation; Filings and Approvals. (a) Subject to the terms and conditions of this Agreement, the Parties shall cooperate with one another and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective commercially reasonable efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transaction, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including, any required filings under the HSR Act), and (ii) obtain all approvals, consents, registrations, Permits, authorizations and other confirmations from any Governmental Authority or other Person (other than a Governmental Authority) necessary, proper or advisable to consummate the Transaction; provided that neither Seller nor the Company shall be obligated to pay any consideration to any Person (other than mandatory filing fees in connection with filings under the HSR Act and any other applicable per-merger filing rules) from whom any such approval, consent, registration, Permit, authorization or other confirmation is requested. For the avoidance of doubt, the obtaining of any such approval, consent, registration, Permit, authorization or other confirmation is not a condition to Closing unless expressly set forth in Article VIII.
