Common use of Cooperation with Respect to Government Reports and Filings Clause in Contracts

Cooperation with Respect to Government Reports and Filings. Harbor, on behalf of itself and each member of the Harbor Group, agrees to provide any member of the Spinco Group, and Spinco, on behalf of itself and each member of the Spinco Group, agrees to provide any member of the Harbor Group, with such cooperation and Information (in each case, with respect to the Spinco Business only) as may be reasonably requested by the other in connection with the preparation or filing of any government report or other government filing contemplated by this Agreement or in conducting or responding to any other government proceeding relating to the pre-Distribution business of the Harbor Group or the Spinco Group, Assets or Liabilities of either Group or relating to or in connection with the relationship between the Groups on or prior to the Distribution Date. Such cooperation and Information shall include promptly forwarding copies of appropriate notices, forms and other communications received from or sent to any Governmental Authority that relate to the Harbor Group, in the case of the Spinco Group, or the Spinco Group, in the case of the Harbor Group. All cooperation provided under this section shall be provided at the expense of the Party requesting such cooperation; provided that, any such expense of Spinco (or any other member of the Spinco Group) incurred prior to the Effective Time shall be borne by Harbor. Each Party shall make its employees and facilities available during normal business hours and on reasonable prior notice to provide explanation of any documents or Information provided hereunder. This Section 8.6 shall not apply to Information referred to in clauses (x) and (y) of Section 8.1(c). For the avoidance of doubt, none of Harbor, Spinco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time any assets, licenses, operations, rights, product lines, business or interests therein of Spinco or Harbor or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of Spinco’s or Harbor’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, licenses, operations, rights, product lines, businesses or interests therein for the purpose of complying with Harbor’s or Spinco’s obligations under this Section 8.6.

Cooperation with Respect to Government Reports and Filings. HarborEmmis, on behalf of itself and each member of the Harbor Emmis Group, agrees to provide any member of the Spinco Mediaco Group, and SpincoMediaco, on behalf of itself and each member of the Spinco Mediaco Group, agrees to provide any member of the Harbor Emmis Group, with such cooperation and Information (in each case, with respect to the Spinco Mediaco Business only) as may be reasonably requested by the other in connection with the preparation or filing of any government report or other government filing contemplated by this Agreement or in conducting or responding to any other government proceeding relating to the pre-Distribution business of the Harbor Emmis Group or the Spinco Mediaco Group, Assets or Liabilities of either Group or relating to or in connection with the relationship between the Groups on or prior to the Distribution Closing Date. Such cooperation and Information shall include promptly forwarding copies of appropriate notices, forms and other communications received from or sent to any Governmental Authority that relate to the Harbor Emmis Group, in the case of the Spinco Mediaco Group, or the Spinco Mediaco Group, in the case of the Harbor Emmis Group. All cooperation provided under this section Section 10.6 shall be provided at the expense of the Party requesting such cooperation; provided thatprovided, that any such expense of Spinco Mediaco (or any other member of the Spinco Mediaco Group) incurred prior to the Effective Time Closing shall be borne by HarborEmmis. Each Party shall make its employees and facilities available during normal business hours and on reasonable prior notice to provide explanation of any documents or Information provided hereunder. This Section 8.6 10.6 shall not apply to Information referred to in clauses (xi) and (yii) of Section 8.1(c10.1(c). For the avoidance of doubt, none of HarborEmmis, Spinco Mediaco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time Closing any assets, licenses, operations, rights, product lines, business or interests therein of Spinco Mediaco or Harbor Emmis or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of SpincoMediaco’s or Harbor’s Emmis’ or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, licenses, operations, rights, product lines, businesses or interests therein for the purpose of complying with Harbor’s Emmis’ or SpincoMediaco’s obligations under this Section 8.610.6.

Cooperation with Respect to Government Reports and Filings. HarborEmmis, on behalf of itself and each member of the Harbor Emmis Group, agrees to provide any member of the Spinco Mediaco Group, and SpincoMediaco, on behalf of itself and each member of the Spinco Mediaco Group, agrees to provide any member of the Harbor Emmis Group, with such cooperation and Information (in each case, with respect to the Spinco Mediaco Business only) as may be reasonably requested by the other in connection with the preparation or filing of any government report or other government filing contemplated by this Agreement or in conducting or responding to any other government proceeding relating to the pre-Distribution business of the Harbor Emmis Group or the Spinco Mediaco Group, Assets or Liabilities of either Group or relating to or in connection with the relationship between the Groups on or prior to the Distribution Closing Date. Such cooperation and Information shall include promptly forwarding copies of appropriate notices, forms and other communications received from or sent to any Governmental Authority that relate to the Harbor Emmis Group, in the case of the Spinco Mediaco Group, or the Spinco Mediaco Group, in the case of the Harbor Emmis Group. All cooperation provided under this section Section 10.6 shall be provided at the expense of the Party requesting such cooperation; provided thatprovided, that any such expense of Spinco Mediaco (or any other member of the Spinco Mediaco Group) incurred prior to the Effective Time Closing shall be borne by HarborEmmis. Each Party shall make its employees and facilities available during normal business hours and on reasonable prior notice to provide explanation of any documents or Information provided hereunder. This Section 8.6 10.6 shall not apply to Information referred to in clauses (xi) and (yii) of Section 8.1(c10.1(c). For the avoidance of doubt, none of HarborEmmis, Spinco Mediaco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time Closing any assets, licenses, operations, rights, product lines, business or interests therein of Spinco Mediaco or Harbor Emmis or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of SpincoMediaco’s or Harbor’s Emmis’ or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, licenses, operations, rights, product lines, businesses or interests therein for the purpose of complying with Harbor’s Emmis’ or SpincoMediaco’s obligations under this Section 8.6.10.6. 62

Cooperation with Respect to Government Reports and Filings. Harbor, on behalf of itself and each member of the Harbor Group, agrees to provide any member of the Spinco Group, and Spinco, on behalf of itself and each member of the Spinco Group, agrees to provide any member of the Harbor Group, with such cooperation and Information (in each case, with respect to the Spinco Business only) as may be reasonably requested by the other in connection with the preparation or filing of any government report or other government filing contemplated by this Agreement or in conducting or responding to any other government proceeding relating to the pre-Distribution business of the Harbor Group or the Spinco Group, Assets or Liabilities of either Group or relating to or in connection with the relationship between the Groups on or prior to the Distribution Date. Such cooperation and Information shall include promptly forwarding copies of appropriate notices, forms and other communications received from or sent to any Governmental Authority that relate to the Harbor Group, in the case of the Spinco Group, or the Spinco Group, in the case of the Harbor Group. All cooperation provided under this section shall be provided at the expense of the Party requesting such cooperation; provided that, any such expense of Spinco (or any other member of the Spinco Group) incurred prior to the Effective Time shall be borne by Harbor. Each Party shall make its employees and facilities available during normal business hours and on reasonable prior notice to provide explanation of any documents or Information provided hereunder. This Section 8.6 shall not apply to Information referred to in clauses (x) and (y) of Section 8.1(c). For the avoidance of doubt, none of Harbor, Spinco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time any assets, licenses, operations, rights, product lines, business or interests therein of Spinco or Harbor or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of Spinco’s or Harbor’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, licenses, operations, rights, product lines, businesses or interests therein for the purpose of complying with Harbor’s or Spinco’s obligations under this Section 8.6.. Confidential Treatment Requested by HS Spinco, Inc. Pursuant to 17 C.F.R. Section 200.83 ARTICLE IX NO REPRESENTATIONS OR WARRANTIES