Common use of Efforts; Consents Clause in Contracts

Efforts; Consents. The Purchaser, the Company and each Seller agree to use all reasonable efforts to take or cause to be taken all actions necessary, proper or advisable to consummate the transactions contemplated in this Agreement and the other Transaction Documents, and agree to make a good faith effort to effect the Closing by the Closing Date contemplated in Section 1.4. Without limiting the generality of the foregoing, each of the parties hereto shall use all reasonable efforts to obtain the authorizations, consents, Orders and approvals of any Governmental Body or other Person, including without limitation, approval under the HSR Act, that may be or become necessary for the performance of its obligations pursuant to this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and will cooperate fully in promptly seeking to obtain such authorizations, consents, Orders and approvals as may be necessary for the performance of their respective obligations pursuant to this Agreement and the other Transaction Documents; provided further that, with respect to filings required under the HSR Act, the Purchaser, the Company and the Sellers agree to use reasonable efforts to submit such filings within five (5) Business Days of the date hereof but in no event shall such filings be submitted later than ten (10) Business Days from the date hereof. None of the parties hereto will take any action which will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals, including, without limitation, any approval under the HSR Act, and each party hereto will use its reasonable efforts to secure such approvals as promptly as possible. All fees and expenses related to obtaining such authorizations, consents, Orders and approvals shall be paid and apportioned in accordance with Section 5.2.

Efforts; Consents. The Purchaser(a) Without limiting any covenant contained in this ARTICLE VI, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.7(b) and 6.7(c), which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 6.7(a), each Seller agree to of the Parties shall cooperate, and use all their respective reasonable best efforts to take take, or cause to be taken taken, all actions action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated Transactions as soon as reasonably practicable after the date hereof, and to fulfill the conditions to consummation of the Transactions set forth in ARTICLE VII; provided, however, that in no event shall the Company be required to pay any material fee, penalty or other consideration to obtain any license, Permit, consent, approval, authorization, qualification or waiver required under any Contract for the consummation of the Transactions. (b) In connection with the Transactions, without limiting the generality of the foregoing, each Party shall promptly after execution of this Agreement and (but in no event later than ten Business Days after the date hereof) make all such filings or submissions as are required under the HSR Act. Each Party shall promptly furnish to the other Transaction Documentssuch necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will take all other reasonable actions necessary to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party shall promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates or any of its or their Representatives, on the one hand, and agree any Governmental Authority, on the other hand, with respect to make a good faith effort to effect this Agreement or the Closing by the Closing Date contemplated in Section 1.4Transactions. Without limiting the generality of the foregoing, each of the parties hereto shall use all reasonable and subject to applicable Law, in connection with its efforts to obtain all requisite approvals and authorizations for the authorizations, consents, Orders and approvals of any Governmental Body or other Person, including without limitation, approval Transactions under the HSR Act, that may be each Party shall use its reasonable best efforts to: (i) cooperate in all respects with each other Party or become necessary for the performance of its obligations pursuant to this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and will cooperate fully Affiliates in promptly seeking to obtain such authorizations, consents, Orders and approvals as may be necessary for the performance of their respective obligations pursuant to this Agreement and the other Transaction Documents; provided further thatconnection with any filing or submission with any Governmental Authority, with respect to filings this Agreement or the Transactions; (ii) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority regarding any of the Transactions; (iii) permit a Representative of the other Parties to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority, and to the extent permitted by such Governmental Authority, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, keep such Party promptly and reasonably apprised with respect thereto; and (v) cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority, provided, that the Parties may, as they deem advisable and necessary, reasonably designate any information or communication shared with the any other Party under this Section 6.7 as “outside counsel only.” (c) The Parties shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested by a Governmental Authority pursuant to the HSR Act and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. (d) Acquiror shall not take any action that could reasonably be expected to impair or delay the approval of any Governmental Authority of any of the aforementioned filings. (e) The Parties further covenant and agree, with respect to a pending preliminary or permanent injunction or preliminary or permanent injunction threatened or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the Purchaserability of the Parties to consummate the Transactions, the Company and the Sellers agree to use reasonable best efforts to submit such filings within five (5) Business Days of prevent or lift the date hereof but in no event shall such filings be submitted later than ten (10) Business Days from entry, enactment or promulgation thereof, as the date hereof. None of the parties hereto will take any action which will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals, including, without limitation, any approval under the HSR Act, and each party hereto will use its reasonable efforts to secure such approvals as promptly as possible. All fees and expenses related to obtaining such authorizations, consents, Orders and approvals shall be paid and apportioned in accordance with Section 5.2case may be.

Efforts; Consents. The Purchaser, the Company and each Seller agree Each party hereto agrees to use all reasonable efforts best efforts, at its own cost and expense, to take or cause to be taken all actions necessary, proper or advisable to consummate the transactions contemplated in this Agreement Transactions, including seeking all Required Consents and Consents of other Persons necessary to consummate the other Transaction Documents, and agree to make a good faith effort to effect the Closing by the Closing Date contemplated in Section 1.4Transactions as promptly as practicable. Without limiting the generality foregoing, the parties shall cooperate with the other and Buyer shall use its reasonable best effort to, no later than seven (7) Business Days after the date of this Agreement (i) file applications and notices, as applicable, with the FDIC and the Board of Governors of the foregoingFederal Reserve System (or the applicable Federal Reserve Bank) under the Change in Bank Control Act, each and obtaining approval of the parties hereto shall use all reasonable efforts to obtain the authorizationssuch applications and notices, consents(ii) file any required applications or notices with any foreign or state banking, Orders and approvals of any Governmental Body insurance or other PersonGovernmental Authorities and obtaining approval of such applications and notices, including without limitation, approval (iii) make any notices or filings under the HSR Act, and (iv) make any filings with and obtaining any Consents in connection with compliance with the applicable provisions of the rules and regulations of any applicable industry self-regulatory organization and any relevant state regulator that may be or become necessary for are required under consumer finance, mortgage banking and other similar Laws (collectively, the performance of its obligations pursuant “Regulatory Consents”). Each party will promptly furnish to this Agreement and the other Transaction Documents party copies of applications filed with all Governmental Authorities and the consummation copies of the transactions contemplated hereby and thereby and will cooperate fully in promptly seeking to obtain written communications received by such authorizations, consents, Orders and approvals as may be necessary for the performance of their respective obligations pursuant to this Agreement and the other Transaction Documents; provided further that, party from any Governmental Authorities with respect to filings required under the HSR ActTransactions. Each party agrees that it will consult with the other party with respect to the obtaining of all Regulatory Consents and other material Consents advisable to consummate the Transactions, and each party will keep the Purchaserother party apprised of the status of material matters relating to completion of the Transactions, the Company and the Sellers agree to will use reasonable best efforts to submit such filings within five (5) Business Days include representatives of the date hereof but other party in no event shall such filings any meetings or discussions with Governmental Authorities as well as provide copies of all materials to be submitted later than ten (10) Business Days from to a Governmental Authority to the date hereofother party in advance in order to allow such other party to review and comment on such materials. None of All documents that the parties hereto or their respective Subsidiaries are responsible for filing with any Governmental Authority in connection with the Transactions (including to obtain any Regulatory Consent) will comply as to form in all material respects with the provisions of applicable Law. The parties shall not take any action which will that would have the effect of materially delaying, impairing or impeding the receipt of any required regulatory approvals, including, without limitation, any approval under the HSR ActRequired Consent, and each party hereto will the parties shall use its reasonable best efforts to secure such approvals Required Consents as promptly as possible. All fees and expenses related to obtaining such authorizations, consents, Orders and approvals shall be paid and apportioned in accordance with Section 5.2.

Efforts; Consents. The Purchaser(a) Subject to the terms and conditions of this Agreement, each of the Company and each Seller agree parties hereto agrees to use all its reasonable commercial efforts to take take, or cause to be taken taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated in by this Agreement and the Merger and to cooperate with each other Transaction Documents, and agree to make a good faith effort to effect in connection with the Closing by the Closing Date contemplated in Section 1.4foregoing. Without limiting the generality of the foregoing, each of the Company, Merger Subsidiary and Parent shall make or cause to be made all required filings with or applications to Governmental Entities (including under the Securities Act, the Exchange Act and the HSR Act and to state and local Governmental Entities with respect to any transfers of Company Permits), and use its best efforts to (i) obtain all necessary consents of all Governmental Entities and other third parties, necessary for the parties hereto to consummate the transactions contemplated hereby, (ii) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (iii) fulfill all conditions to this Agreement. (b) Without limiting the foregoing, the Company and Parent shall use all reasonable their best efforts to obtain the authorizationsand cooperate in promptly preparing and filing as soon as practicable, consentsand in any event within five business days of executing this Agreement, Orders and approvals of any Governmental Body or other Person, including without limitation, approval (i) notifications under the HSR Act, that may be (ii) notifications or become necessary for other filings under the performance merger control statutes of its obligations pursuant to this Agreement any other applicable jurisdictions in connection with the Merger and the other Transaction Documents transactions contemplated hereby, and to respond as promptly as practicable to any inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the other Governmental Entities for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any Governmental Entity in connection with antitrust matters or matters relating to the Company Permits. Each of Parent, Merger Subsidiary and the consummation Company, to the extent applicable, further agrees to file contemporaneously with the filing of the transactions contemplated hereby and thereby and will cooperate fully in promptly seeking to obtain such authorizations, consents, Orders and approvals applications any requests for waivers of applicable FCC rules or rules or regulations of other Governmental Entities as may be necessary required to expeditiously prosecute such waiver requests and to diligently submit any additional information or amendments for which the performance of their respective obligations pursuant to this Agreement and the FCC or any other Transaction Documents; provided further that, relevant Governmental Entity may ask with respect to filings required under the HSR Act, the Purchaser, the Company and the Sellers agree to use reasonable efforts to submit such filings within five (5) Business Days of the date hereof but in no event shall such filings be submitted later than ten (10) Business Days from the date hereof. None of the parties hereto will take any action which will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals, including, without limitation, any approval under the HSR Act, and each party hereto will use its reasonable efforts to secure such approvals as promptly as possible. All fees and expenses related to obtaining such authorizations, consents, Orders and approvals shall be paid and apportioned in accordance with Section 5.2waiver requests.