Common use of Efforts; Further Assurances Clause in Contracts

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the transactions contemplated by this Agreement, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in this Agreement to the contrary, the parties hereto understand and agree that neither the Parent, the Buyer nor any of their respective Affiliates shall be obligated to (and without Buyer’s prior written consent, Seller will not and will cause the Company not to) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or by the other Transaction Documents; (ii) sell, divest, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Seller. (c) The Seller shall cause the Company to comply with its covenants and obligations under this Agreement to the extent compliance with such covenants and obligations is required on or prior to the Closing pursuant to the terms of this Agreement.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (Buyer and the Seller shall cause the Company to) will use its commercially their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (iix) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documentsdocuments and (y) obtaining and maintaining all approvals, or taking any waivers, consents, registrations, permits, authorizations and other confirmations required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party be obtained from any Governmental Authority or any other third party with respect that are necessary, proper or advisable to consummate the Telecom Regulatory Applicationstransactions contemplated by this Agreement, as applicable, (ii) permit a representative of including without limitation the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsSTB Approval. (b) Notwithstanding anything in this Agreement herein to the contrary, the parties hereto understand and agree that neither the Parent, the Buyer nor this Section 5.03 shall not require any of their respective Party or its Affiliates shall be obligated to (and without Buyer’s prior written consent, Seller will not and will cause the Company not to) : (i) enter into any settlement(A) propose, undertakingnegotiate, commit to and effect, by consent decree, stipulation hold separate order or agreement otherwise, the sale, divestiture or disposition of any material portion of the businesses, product lines or assets of Buyer, any of its Affiliates, the Company or any Subsidiary of the Company, (B) terminate or materially modify existing relationships, contractual rights or obligations of Buyer or its Affiliates (including those of the Company Group), (C) otherwise take or commit to take actions that after the Closing Date would limit Buyer’s or its Affiliates’ (including the Company Group’s) freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of the businesses, product lines or assets of Buyer or its Affiliates (including the Company Group) and (D) agree to any conditions imposed by any Governmental Authority, including conditions requiring the grant of operating, haulage or competitive access rights to another rail carrier over the lines currently operated by Buyer, its Affiliates or the Company Group and/or conditions imposing interchange requirements, operational restrictions or standards of service in connection with such Governmental Authority’s approval or authorization of the transactions contemplated by this Agreement, which, in the case of each of the foregoing clauses (B), (C) and (D), would reasonably be expected to result in a Material Adverse Effect (each of the foregoing described in any clause of this Section 5.03(b)(i), a “Material Regulatory Concession”); and (ii) other than with respect to a Material Regulatory Concession agreed by Buyer, (A) defend any Legal Proceeding (including by appeal if necessary) that challenges any of the transactions contemplated by this Agreement or that would otherwise prohibit, materially delay or materially impair the consummation of the transactions contemplated by this Agreement and (B) seek to have lifted, vacated or reversed any Order or other restraint entered by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby, in each case, following the End Date. (c) If requested by Buyer, Seller shall cause any applicable Company Group member to agree to any Material Regulatory Concession; provided that (i) none of Seller’s Affiliates (other than the Company Group members) shall be required to make any Material Regulatory Concession and (ii) neither Seller nor any Company Group member shall be required to agree to any Material Regulatory Concession that is not conditioned upon consummation of the transactions contemplated by this Agreement. (d) In furtherance and not in limitation of the foregoing Section 5.03(a) and Section 5.03(c), Buyer shall promptly, but in no event later than five Business Days after the date hereof, file with the STB the appropriate and necessary documentation for the final approval, authorization or exemption, as the case may be, of the transactions contemplated by this Agreement 49 U.S.C. § 11323 et seq. (the “STB Approval”). Buyer shall have the sole responsibility (subject to Section 5.03(e) and with Seller’s reasonable cooperation) for obtaining the STB Approval, at Buyer’s sole cost and expense, including paying all filing fees and other payments to the STB required in connection with this Section 5.03(d). Following submissions necessary for the STB Approval, Buyer and Seller shall, and shall cooperate in all respects, to the extent permitted under Applicable Law, to obtain the STB Approval. (e) Subject to Applicable Law relating to the sharing of information, each Party shall (i) as promptly as practicable, furnish the other Party with copies of all documents (including documents containing Confidential Information to the extent subject to a protective order from the applicable Governing Authority permitting disclosure and sharing thereof, but excluding documents for which confidential treatment against disclosure and sharing thereof has been requested or given by the applicable Governmental Authority) and correspondence (A) prepared by or on behalf of such Party for any Governmental Authority; and (B) received by or on behalf of such Party from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval and, for the avoidance of doubt, excluding any interactions between Seller or the Company Group members and any Governmental Authority in the ordinary course of business; provided, however, that materials may be redacted (x) to remove references concerning the valuation of the Business to be acquired hereunder, (y) as necessary to comply with contractual obligations, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, (ii) afford the other Party opportunity, in advance, to review, comment on and participate in any correspondence prepared by or on behalf of such Party for any Governmental Authority, and (iii) use Commercially Reasonable Efforts to consult with and keep the other Party informed as to the status of such matters. Further, no Party shall, nor shall it permit any of its Representatives to, meet or engage in material conversations with any Governmental Authority or Representative of such Governmental Authority in connection with obtaining any such consent, authorization, order and approval unless it consults with the other Party in advance and, to the extent not precluded by Applicable Law or regulation or exempted by this Agreement, offers the other Party the opportunity to participate in such meeting or conversation. Neither Seller nor Buyer shall, and each shall cause its Affiliates and Representatives not to, take, refrain from taking or cause to be taken, any action that it is aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of any consent, authorization, order or approval of any Governmental Authorities, including the STB Approval. (f) Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Company Group members, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated hereby or by the other Transaction Documents; (ii) sell, divest, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Seller. (c) The Seller shall cause the Company to comply with its covenants and obligations under this Agreement to the extent compliance with such covenants and obligations is required on or prior to the Closing pursuant to the terms of this Agreement.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreementherein provided, each of the parties hereto shall (and the Seller shall cause the Company to) use its commercially reasonable best efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request of Buyer, including (i) prosecuting each of Seller and the Telecom Regulatory Applications in good faith Company shall cooperate with Buyer and with due diligence before use its reasonable best efforts to obtain each third-party consent and approval required under each of the FCCContracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the State PUCs Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with the Telecom Regulatory Applicationsobtaining such consents, including furnishing the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain HSR Act within two Business Days of the FCC Consents, the State PUC Consents date hereof and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority all documentation not to effect all necessary filingsconsummate the transactions contemplated hereby, noticesexcept with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, petitions, statements, registrations, submissions of information, applications and other documentsconditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party Person with respect to the Telecom Regulatory Applicationstransactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as applicable, (ii) permit a representative of the other party Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably acceptable capable of taking in order to avoid the first party entry of, or to attend and participate in substantive meetings (telephonic or otherwise) with effect the FCCdissolution of, any State PUC or Public Right-of-Way Licensor injunction, temporary restraining order or other Governmental Authority and (iii) permit Order in any Proceeding, which would otherwise have the other party to review in advance, as reasonable, any proposed written communication to effect of preventing the FCC, State PUC, Public Right-of-Way Licensor or other Governmental AuthorityClosing. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in this Agreement to the contrary, the parties hereto understand and agree that neither the Parent, the in no event will Buyer nor any of their respective Affiliates shall be obligated to (and without Buyer’s prior written consentoffer or agree to or accept any undertaking or condition, Seller will not and will cause the Company not to) (i) to enter into any settlementconsent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, stipulation divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated hereby or by this Agreement and (D) furnish the other Transaction Documents; party with copies of all correspondence, filings and communications (iiand memoranda setting forth the substance thereof) sell, divest, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of between them and their respective Affiliates (on the one hand, and any Governmental Authority on the other than Seller and its Affiliates (other than the Company)); (iii) litigatehand, challenge or take any action with respect to this Agreement, except that any Action materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redacted. (b) In the event any Proceeding by any PersonGovernmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, including any Governmental Authority; or (iv) the parties agree to do cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Sellertransactions contemplated hereby. (c) The Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall cause take the actions specified in Section 6.4(d) of the Company to comply with its covenants and obligations under this Agreement to Disclosure Letter in preparation for the extent compliance with such covenants and obligations is required on or prior to the Closing pursuant to the terms of this AgreementClosing.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (Buyer, Merger Sub and the Seller shall cause the Company to) will use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable reasonably advisable under applicable Laws Applicable Law to consummate the transactions contemplated by this AgreementAgreement as soon as practicable, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary or reasonably advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documentsdocuments and (ii) obtaining and maintaining all consents, approvals, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary or reasonably advisable to consummate the transactions contemplated by this Agreement as soon as reasonably practicable. The parties acknowledge and agree that Buyer’s and Merger Sub’s obligations to use their reasonable best efforts set forth in this Section 5.02(a) shall include an obligation of Buyer (i) to take and cause its Affiliates to take all actions reasonably necessary to avoid or eliminate any impediment under any applicable Competition Law so as to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Outside Date), including (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Buyer or its controlled Affiliates (including the Surviving Corporation and its Subsidiaries), (B) terminating existing relationships, contractual rights or obligations of Buyer or its controlled Affiliates (including the Surviving Corporation and its Subsidiaries) and (C) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s or its controlled Affiliates’ (including the Surviving Corporation’s and its Subsidiaries’), freedom of action with respect to, or taking its ability to retain, one or more of the businesses, product lines or assets of Buyer and its controlled Affiliates (including the Surviving Corporation and its Subsidiaries) and (ii) not take any other required action. In additionaction (including the acquisition by it or its Affiliates of any interest in any Person that derives revenues from products, services or lines of business similar to the extent Company’s products, services or lines of business) if such action would make it more likely that there would arise any impediments under any Competition Law that may be asserted by any Governmental Authority to the consummation of the Merger as promptly as reasonably practicable. (b) In furtherance and not in limitation of the foregoing, each of Buyer and the Company shall provide or cause to be provided as promptly as practicable to any Governmental Authority information and documents requested by any such Governmental Authority or necessary or reasonably advisable to permit consummation of the transactions contemplated by this Agreement as promptly as practicable after the execution of this Agreement, including by (i) filing any notification and report form and related material required under the HSR Act (and any similar Applicable Law regarding preacquisition notifications for the purpose of competition or merger control reviews) with respect to the transactions contemplated hereby as promptly as practicable and permitted by applicable in any event within five Business Days after the Original Agreement Date and (ii) supplying as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (and any similar Applicable Law regarding preacquisition notifications for the purpose of competition or merger control reviews). (c) If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any action, suit or proceeding is instituted challenging any of the transactions contemplated hereby as violative of any Competition Law, each of Buyer and the parties hereto shall Company shall, at the sole cost and expense of Buyer, use their commercially its reasonable best efforts to (i) promptly notify oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the other party of transactions contemplated herein), and/or (ii) take such reasonable action as necessary to overturn any communication (other than non-substantive communications) to that party from regulatory action by any Governmental Authority to prevent or enjoin consummation of this Agreement (and the transactions contemplated herein), including by defending any other party with respect action, suit or proceeding in order to the Telecom Regulatory Applicationsavoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge under such Competition Law so as applicable, (ii) to permit a representative consummation of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, transactions contemplated by this Agreement as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionspromptly as practicable. (bd) Notwithstanding anything Each of Buyer, Merger Sub and the Company shall, and shall cause their respective Subsidiaries to, cooperate reasonably with one another and keep the others generally apprised of material matters relating to or in connection with the taking of such actions and the doing of such other things as are contemplated by this Agreement to Section 5.02. (e) Each such party shall promptly inform the contrary, the other parties hereto understand of any oral communication with, and agree that neither provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. In furtherance and not in limitation of the Parentforegoing, in connection with the Buyer nor seeking of any action by or in respect of, or the making of their respective Affiliates shall be obligated to (and without Buyer’s prior written consentany filing with, Seller will not and will cause the Company not to) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby hereby, the parties shall (i) consult with one another in advance of any meeting, teleconference or by the other Transaction Documents; communication with such Governmental Authority, (ii) sellprovide one another with an opportunity to attend or participate in such meeting, divestteleconference or other communication, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigateafford one another the right to review any written materials to be submitted to such Governmental Authority in advance of the submission thereof, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree furnish one another with copies of all written materials received by or on behalf of such party from such Governmental Authority, in each case to do any the extent permitted by Applicable Law (except, in the case of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or foregoing clause (ii) of the previous sentence ), to the extent such action is conditioned upon Governmental Authority has requested that one or the occurrence other party not attend or participate in any such meeting, teleconference or other communication, and in the case of the Closing foregoing clauses (iii) and is without liability (iv), to the Sellerextent that (x) such written materials contain information that does not relate to the transactions contemplated hereby or (y) confidential treatment has been requested or granted for such written materials). (cf) The Seller shall cause Company shall, subject to Section 5.13, use commercially reasonable efforts to obtain any and all consents and to deliver any and all notices, in each case in form and substance reasonably satisfactory to Buyer, with respect to each item set forth on Section 3.04(iii) of the Company Disclosure Schedules; provided that the Company shall not be obligated to comply make any payment or any other financial accommodation (whether to a third party or otherwise) in connection with its covenants and obligations under this Agreement obtaining any consent to the extent compliance with such covenants and obligations is required on or prior to the Closing pursuant to the terms of this Agreementtransactions contemplated hereby.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreementherein provided, each of the parties hereto shall (and the Seller shall cause the Company to) use its commercially reasonable best efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request of Buyer, including (i) prosecuting each of Seller and the Telecom Regulatory Applications in good faith Company shall cooperate with Buyer and with due diligence before use its reasonable best efforts to obtain each third-party consent and approval required under each of the FCCContracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the State PUCs Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with the Telecom Regulatory Applicationsobtaining such consents, including furnishing the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain HSR Act within two Business Days of the FCC Consents, the State PUC Consents date hereof and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority all documentation not to effect all necessary filingsconsummate the transactions contemplated hereby, noticesexcept with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, petitions, statements, registrations, submissions of information, applications and other documentsconditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party Person with respect to the Telecom Regulatory Applicationstransactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as applicable, (ii) permit a representative of the other party Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably acceptable capable of taking in order to avoid the first party entry of, or to attend and participate in substantive meetings (telephonic or otherwise) with effect the FCCdissolution of, any State PUC or Public Right-of-Way Licensor injunction, temporary restraining order or other Governmental Authority and (iii) permit Order in any Proceeding, which would otherwise have the other party to review in advance, as reasonable, any proposed written communication to effect of preventing the FCC, State PUC, Public Right-of-Way Licensor or other Governmental AuthorityClosing. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in this Agreement to the contrary, the parties hereto understand and agree that neither the Parent, the in no event will Buyer nor any of their respective Affiliates shall be obligated to (and without Buyer’s prior written consentoffer or agree to or accept any undertaking or condition, Seller will not and will cause the Company not to) (i) to enter into any settlementconsent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, stipulation divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Buyer, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated hereby or by this Agreement and (D) furnish the other Transaction Documents; party with copies of all correspondence, filings and communications (iiand memoranda setting forth the substance thereof) sell, divest, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of between them and their respective Affiliates (on the one hand, and any Governmental Authority on the other than Seller and its Affiliates (other than the Company)); (iii) litigatehand, challenge or take any action with respect to this Agreement, except that any Action materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redacted. (b) In the event any Proceeding by any PersonGovernmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, including any Governmental Authority; or (iv) the parties agree to do cooperate and use reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Sellertransactions contemplated hereby. (c) The Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Buyer, Seller shall cause take the actions specified in Section 6.4(d) of the Company to comply with its covenants and obligations under this Agreement to Disclosure Letter in preparation for the extent compliance with such covenants and obligations is required on or prior to the Closing pursuant to the terms of this AgreementClosing.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws laws and regulations to consummate the transactions contemplated by this Agreement; Seller agrees to execute and deliver such other documents, including (i) prosecuting the Telecom Regulatory Applications in good faith certificates, agreements and with due diligence before the FCC, the State PUCs other writings and the Public Right-of-Way Licensors, and in connection therewith shall to take such other actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain consummate or implement expeditiously the FCC Consents, the State PUC Consents transactions contemplated by this Agreement and the Public Right-of-Way Consents as expeditiously as practicable, to vest in Buyer good and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, marketable title to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsPurchased Assets. (b) Notwithstanding anything Without limiting the foregoing, Seller further agrees for herself and her successors and assigns to execute upon request any other lawful documents and likewise to perform any other lawful acts which may be necessary or desirable to secure fully for Buyer all right, title and interest in this Agreement and to each of the contraryPurchased Assets, including, but not limited to, the parties hereto understand execution of substitution, reissue, divisional or continuation patent applications; and agree that neither preliminary or other statement or the Parent, giving of testimony in any interference or other proceeding in which the Buyer nor Purchased Assets or any of their respective Affiliates shall applications or patent directed thereto or derived therefrom may be obligated to (and without Buyer’s prior written consent, involved. Seller will not and will cause the Company not to) agrees (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority to provide such reasonable assistance to Buyer as Buyer may request in connection with the transactions contemplated hereby or by prosecution of the other Transaction Documents; Patent Applications and any action against third parties claiming infringement of any of the Purchased Assets and (ii) sell, divest, license, transfer, dispose never to contest or otherwise hold separate (including by establishing a trust or otherwise), or take assist any other action with respect to, any of the assets, properties or businesses of the Parentthird party in contesting, the Buyer, the Company validity or enforceability of any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the SellerValid Claim. (c) The Seller shall cause hereby constitutes and appoints, upon payment of the Company Purchase Price pursuant to comply Section 2.02(a) of this Agreement, Buyer and its successors and assigns as the true and lawful attorney of Seller with its covenants and obligations under this Agreement respect to the extent compliance Purchased Assets with such covenants full power of substitution in the name of Buyer or in the name of Seller, but for the benefit of Buyer (i) to collect for the account of Buyer any items of Purchased Assets and obligations is required (ii) to prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets, whether based on or a claim arising prior to or after the Closing execution of this Agreement. Buyer shall be entitled to retain for its account any amounts collected pursuant to the terms of this Agreement.foregoing powers, including any amounts payable as interest in respect thereof. * CONFIDENTIAL TREATMENT REQUESTED

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (Buyer, Merger Sub and the Seller shall cause the Company to) will use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable reasonably advisable under applicable Laws Applicable Law to consummate the transactions contemplated by this AgreementAgreement as soon as practicable, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary or reasonably advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documentsdocuments and (ii) obtaining and maintaining all consents, approvals, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary or reasonably advisable to consummate the transactions contemplated by this Agreement as soon as reasonably practicable. The parties acknowledge and agree that Buyer’s and Merger Sub’s obligations to use their reasonable best efforts set forth in this Section 5.02(a) shall include an obligation of Buyer (i) to take and cause its Affiliates to take all actions reasonably necessary to avoid or eliminate any impediment under any applicable Competition Law so as to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Outside Date), including (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Buyer or its controlled Affiliates (including the Surviving Corporation and its Subsidiaries), (B) terminating existing relationships, contractual rights or obligations of Buyer or its controlled Affiliates (including the Surviving Corporation and its Subsidiaries) and (C) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s or its controlled Affiliates’ (including the Surviving Corporation’s and its Subsidiaries’), freedom of action with respect to, or taking its ability to retain, one or more of the businesses, product lines or assets of Buyer and its controlled Affiliates (including the Surviving Corporation and its Subsidiaries) and (ii) not take any other required action. In additionaction (including the acquisition by it or its Affiliates of any interest in any Person that derives revenues from products, services or lines of business similar to the extent Company’s products, services or lines of business) if such action would make it more likely that there would arise any impediments under any Competition Law that may be asserted by any Governmental Authority to the consummation of the Merger as promptly as reasonably practicable. (b) In furtherance and not in limitation of the foregoing, each of Buyer and the Company shall provide or cause to be provided as promptly as practicable to any Governmental Authority information and documents requested by any such Governmental Authority or necessary or reasonably advisable to permit consummation of the transactions contemplated by this Agreement as promptly as practicable after the execution of this Agreement, including by (i) filing any notification and report form and related material required under the HSR Act (and any similar Applicable Law regarding preacquisition notifications for the purpose of competition or merger control reviews) with respect to the transactions contemplated hereby as promptly as practicable and permitted by applicable in any event within five Business Days after the date hereof and (ii) supplying as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (and any similar Applicable Law regarding preacquisition notifications for the purpose of competition or merger control reviews). (c) If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any action, suit or proceeding is instituted challenging any of the transactions contemplated hereby as violative of any Competition Law, each of Buyer and the parties hereto shall Company shall, at the sole cost and expense of Buyer, use their commercially its reasonable best efforts to (i) promptly notify oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the other party of transactions contemplated herein), and/or (ii) take such reasonable action as necessary to overturn any communication (other than non-substantive communications) to that party from regulatory action by any Governmental Authority to prevent or enjoin consummation of this Agreement (and the transactions contemplated herein), including by defending any other party with respect action, suit or proceeding in order to the Telecom Regulatory Applicationsavoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge under such Competition Law so as applicable, (ii) to permit a representative consummation of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, transactions contemplated by this Agreement as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionspromptly as practicable. (bd) Notwithstanding anything Each of Buyer, Merger Sub and the Company shall, and shall cause their respective Subsidiaries to, cooperate reasonably with one another and keep the others generally apprised of material matters relating to or in connection with the taking of such actions and the doing of such other things as are contemplated by this Agreement to Section 5.02. (e) Each such party shall promptly inform the contrary, the other parties hereto understand of any oral communication with, and agree that neither provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. In furtherance and not in limitation of the Parentforegoing, in connection with the Buyer nor seeking of any action by or in respect of, or the making of their respective Affiliates shall be obligated to (and without Buyer’s prior written consentany filing with, Seller will not and will cause the Company not to) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby hereby, the parties shall (i) consult with one another in advance of any meeting, teleconference or by the other Transaction Documents; communication with such Governmental Authority, (ii) sellprovide one another with an opportunity to attend or participate in such meeting, divestteleconference or other communication, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigateafford one another the right to review any written materials to be submitted to such Governmental Authority in advance of the submission thereof, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree furnish one another with copies of all written materials received by or on behalf of such party from such Governmental Authority, in each case to do any the extent permitted by Applicable Law (except, in the case of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or foregoing clause (ii) of the previous sentence ), to the extent such action is conditioned upon Governmental Authority has requested that one or the occurrence other party not attend or participate in any such meeting, teleconference or other communication, and in the case of the Closing foregoing clauses (iii) and is without liability (iv), to the Sellerextent that (x) such written materials contain information that does not relate to the transactions contemplated hereby or (y) confidential treatment has been requested or granted for such written materials). (cf) The Seller shall cause Company shall, subject to Section 5.13, use commercially reasonable efforts to obtain any and all consents and to deliver any and all notices, in each case in form and substance reasonably satisfactory to Buyer, with respect to each item set forth on Section 3.04(iii) of the Company Disclosure Schedules; provided that the Company shall not be obligated to comply make any payment or any other financial accommodation (whether to a third party or otherwise) in connection with its covenants and obligations under this Agreement obtaining any consent to the extent compliance with such covenants and obligations is required on or prior to the Closing pursuant to the terms of this Agreementtransactions contemplated hereby.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (Buyer and the Seller shall cause the Company to) will use its commercially reasonable efforts to take, or cause to be takentaken (including by their respective Affiliates), all actions and to do, or cause to be donedone (including by their respective Affiliates), all things necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs Agreement and the Public Right-of-Way Licensors, and Transaction Documents; provided that in connection therewith no event shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) party hereunder be deemed to that include any such party from any Governmental Authority or any other party with respect being required to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in this Agreement to the contrary, the parties hereto understand and agree that neither the Parent, the Buyer nor any of their respective Affiliates shall be obligated to (and without Buyer’s prior written consent, Seller will not and will cause the Company not to) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or by the other Transaction Documents; (ii) sell, divest, license, transfer, dispose divest or otherwise hold separate (including by establishing a trust or otherwise), ) or to take any other action with respect to, any of the assets, properties (or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) otherwise agree to do any of the foregoing) with respect to any of Buyer’s, the Company’s, any of the Company’s Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties. Notwithstanding Seller shall, and shall cause each Company to, use commercially reasonable efforts to (A) obtain any third party consents and make any other notifications that may be required in connection with the transactions contemplated by this Agreement or the Transaction Documents (without payment of any money) and (B) assist Buyer (without payment of any money) to obtain satisfactory title insurance for the Owned Real Property (e.g., title affidavits and authorizations). Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Companies to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Holdco shall effect the Holdco Charter Amendment prior to Closing, and shall take any and all actions as may be necessary or appropriate in order to give effect to the foregoing under Applicable Law. (b) Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Companies, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, at each of Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant to the written request HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five Business Days of the Buyerdate hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and, subject to the Seller shall proviso to the first sentence of Section 5.03(a), use commercially reasonable efforts to take all other actions necessary to cause the Company to agree to take any expiration or termination of the actions described in clauses applicable waiting periods under the HSR Act as soon as practicable (i) or (ii) including, unless Seller agrees otherwise, requesting the early termination thereof). In connection with the obligations of the previous sentence parties under this ‎Section 5.03, Buyer may, in its sole discretion and on one occasion only on or after the 20th day after the date hereof (or as otherwise agreed by the parties), withdraw and refile pursuant to 16 C.F.R. 803.12 its Notification and Report Form filed pursuant to the extent such action HSR Act (the “HSR Form”), so long as the HSR Form is conditioned upon refiled no later than the occurrence end of the Closing second (2nd) Business Day after the withdrawal of the HSR Form. If and is without liability only if Buyer has not previously exercised its right to withdraw and refile the SellerHSR Form pursuant to this ‎Section 5.03(b), then Seller may, in its sole discretion and on one occasion only on or after the 20th day after the date hereof (or as otherwise agreed by the parties), require that the Buyer withdraw and refile the HSR Form pursuant to 16 C.F.R. 803.12 no later than the end of the second (2nd) Business Day after the withdrawal of the HSR Form. Nothing herein shall prevent the parties hereto from agreeing by mutual consent to Buyer withdrawing the HSR Form more than one time. (c) The Seller Subject to Applicable Law relating to the sharing of information, each party hereto shall cause (i) furnish the Company other party with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (A) prepared by or on behalf of such party for any Governmental Authority and affording the other party opportunity to comply comment and participate in responding, where appropriate; and (B) received by or on behalf of such party from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval and (ii) use commercially reasonable efforts to consult with and keep the other party hereto informed as to the status of such matters. Further, no party hereto shall, nor shall it permit any of its covenants Representatives to, meet or engage in material conversations with any Governmental Authority or representative of such Governmental Authority in connection with obtaining any such consent, authorization, order and obligations under this Agreement approval unless, to the extent compliance reasonably practicable, it consults with such covenants and obligations is required on or prior the other party in advance and, to the Closing pursuant to the terms of extent not precluded by Applicable Law or regulation or exempted by this Agreement, offers the other party the opportunity to participate in such meeting or conversation. Each of Seller and Buyer shall not, and shall cause its Affiliates not to, take, refrain from taking or cause to be taken any action (including, for the sake of clarity, any other acquisition or investment) that it is aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of any consent, authorization, order or approval of any Governmental Authorities.

Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) will use its commercially all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as expeditiously as practicable and to ensure that the conditions set forth in Article VI are satisfied. In furtherance and not in limitation of the foregoing, each party hereto agrees, if required, (i) to make an appropriate filing of a Notification and Report form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable (including using reasonable best efforts to make such filing within ten Business Days of the date of this Agreement), (ii) to supply as promptly as reasonably practicable any additional information and materials that may be requested pursuant to the HSR Act and (iii) use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration of the applicable waiting period under the HSR Act as soon as practicable. Without limiting the generality of the foregoing, and subject to Section 5.3(b), the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall each (1) furnish to the other such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing, (2) reasonably cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (3) keep the other party reasonably informed of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case, regarding the transactions contemplated hereby and (4) permit the other party to review any material communication given by it to, and consult with each other in advance of meeting with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person and, to the extent permitted by such Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.5(a), if any objections are asserted by any Governmental Entity with respect to the transactions contemplated hereby under any applicable U.S. antitrust Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Entity challenging that any of the transactions contemplated hereby violates any U.S. antitrust Law, each of Buyer and Merger Sub shall use its best efforts and take all actions necessary to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCCincluding, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain resolve such objections or suits, selling, holding separate or otherwise disposing of or conducting the FCC ConsentsCompany’s business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct the State PUC Consents and Company’s business in a manner which would resolve such objections or suits or permitting the Public Right-of-Way Consents as expeditiously as practicablesale, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor holding separate or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-disposition of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in this Agreement to the contrary, the parties hereto understand and agree that neither the Parent, the Buyer nor any of their respective Affiliates shall be obligated to (and without Buyer’s prior written consent, Seller will not and will cause the Company not to) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or by the other Transaction Documents; (ii) sell, divest, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assets, properties Company’s assets or businesses the assets of its Subsidiaries or the conducting of the Parent, the Buyer, the Company Company’s business in a manner which would resolve such objections or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Sellersuits. (c) The Seller shall cause In connection with the matters contemplated by this Agreement, the Company to comply with its covenants and obligations under this Agreement to the extent compliance with such covenants and obligations is required on or will use commercially reasonable efforts prior to the Closing pursuant Date to give all required notices to third parties and to obtain all required third party consents as Buyer may request; provided that the Company shall not make, nor shall commercially reasonable efforts be deemed to require the Company to make, any payment to any such third party (other than to the terms extent reimbursed by Buyer) or amend any Contract with any such third party or be required to undertake extraordinary or unreasonable measures to facilitate such consent). Buyer shall cooperate and use its commercially reasonable efforts to assist the Company in obtaining such consents; provided, that Buyer shall not be required to undertake extraordinary or unreasonable measures and Buyer shall have no obligation to make any payments or agree to any amendments to any Contract as part of this Agreementsuch cooperation and assistance. (d) The Company will not (i) file with the SEC any amendments to its Registration Statement on Form S-1, (ii) print or use any form of prospectus contained therein or (iii) conduct any roadshow or take, or permit any Representatives to take, any action for the purpose of promoting any offering of Company capital stock without the approval of Buyer; provided, however, notwithstanding the foregoing, the Company and its Representatives shall not be prohibited from making any amendments required by the SEC in order to avoid the forced involuntary withdrawal of such Registration Statement or from taking any other actions (other than those expressly prohibited by clauses (i), (ii) and (iii) above) in preparation for any such offering or in furtherance of the Registration Statement.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) Party will use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Applicable Laws to consummate the transactions Transactions contemplated by this Agreement, including using reasonable best efforts in (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtaining of all necessary consents, approvals or taking waivers, and any other necessary or appropriate financing arrangement from third parties, and (iii) obtaining and maintaining all Permits required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party be obtained from any Governmental Authority or any other third party with respect that are necessary, proper or advisable to consummate the Transactions. Notwithstanding anything to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything contrary set forth in this Agreement to the contraryAgreement, the parties hereto Parties understand and agree that neither the Parentobligations of Summit under this Section 7.01 shall, to the Buyer nor any of their respective Affiliates shall be obligated extent required to (and without Buyer’s prior written consent, Seller will not and will cause the Company not to) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with obtain approval from any Governmental Authority in connection with that is necessary, proper or advisable to consummate the transactions contemplated hereby or by the other Transaction Documents; (ii) Transaction, only require Summit to propose, negotiate and commit to sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (including by establishing a trust or otherwise)) the businesses, assets or properties of Summit or its Subsidiaries, or take any other action with respect to, any of the assets, properties or businesses of the ParentANAC Companies, the Buyeraggregate revenue for which, during the fiscal year ended December 31, 2022, does not exceed $300,000,000 (a “Burdensome Condition”). No Argos Party or ANAC Company shall take or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses the definition of “Burdensome Condition” without the prior written consent of Summit which, without limiting Summit’s obligations under this Section 7.01(b), may be granted or withheld in Summit’s sole discretion (and the Argos Parties and the ANAC Companies shall be required to take any of such actions (including actions in furtherance thereof) that are requested by Summit so long as such actions are conditioned on the consummation of Closing). (b) In furtherance and not in limitation of the foregoing, as promptly after the date hereof as reasonably practicable, but no later than 10 Business Days after the date of this Agreement, each of Summit, Cementos, the Argos Parties and the Company shall make (i) or an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions (and shall, if available, request early termination of the waiting period associated therewith), and (ii) other filings required pursuant to any other applicable Antitrust Laws. To the extent permitted under Applicable Law, each of Summit and the Company shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other applicable Antitrust Laws. Each Party shall (1) keep the other apprised of the previous sentence status of matters relating to the completion of the transaction and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required approvals; (2) promptly notify the other parties of any written communication to that party from the FTC, the Antitrust Division of the U.S. Department of Justice, any State Attorney General or any other Governmental Authority, and, subject to Applicable Law, permit the other parties to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any of the foregoing; (3) promptly provide all documents requested by the FTC, the Antitrust Division of the U.S. Department of Justice, any State Attorney General or any other Governmental Authority to the extent reasonably necessary or advisable to obtain as promptly as practicable all required approvals, (4) promptly consult with the other party to this Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other party (or their counsel) copies of) all filings made by such action is conditioned upon party with any Governmental Authority and furnish the occurrence other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of filings or submissions of information to any such Governmental Authority, (5) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Closing and is without liability unless it consults with the other parties in advance and, to the Sellerextent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat; and (6) furnish the other parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any Governmental Authority or members or their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with this Agreement. (c) The Seller Parties shall cause jointly develop, and each of the Parties shall consult and cooperate in all respects with one another, and consider in good faith the view of one another, in connection with the form and content of any analyses, appearances, presentations, memorandum, briefs, arguments, opinions, and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws or approval of any Governmental Authority prior to their submission. (d) Summit acknowledges that Argos USA LLC, the Company to comply with its covenants and obligations under this Agreement Cementos are subject to the extent compliance DPA, and that Summit has received a copy of the DPA. Summit acknowledges and agrees that the Transactions are subject to the obligations of the DPA. As required under paragraph (22) of the DPA, Summit acknowledges and agrees that unless the U.S. Department of Justice consents in its sole discretion that the Transactions will not be subject to paragraph (22) of the DPA, (i) Summit, or any successor in interest to Summit, shall be subject to and bound by the terms and conditions of the DPA and (ii) the U.S. Department of Justice shall have the ability to enforce all provisions of the DPA, including to determine that the DPA has been breached and is applicable in full force to Summit or any successor in interest to Summit. In connection with the Transactions, the Parties agree to use commercially reasonable efforts to seek to obtain consent from the U.S. Department of Justice that the Transactions will not be subject to paragraph (22) of the DPA. Such efforts shall include, in connection with the Transactions (i) cooperation in all reasonable respects and consultation with each other, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on written communications with the U.S. Department of Justice, (ii) promptly after the date hereof, and in any event at least thirty (30) days prior to the closing of the Transactions, notifying or causing the U.S. Department of Justice to be notified in writing of the Transactions in accordance with the DPA, (iii) promptly informing the other Party of any written communication received by such covenants Party from, or given by such Party to, the U.S. Department of Justice, by promptly providing copies to the other Party of any such written communications, except for any such communications (and obligations is required on exhibits thereto) providing personal identifying or privileged information or information about Cementos or the Argos Parties, or as directed by U.S. Department of Justice; and (iii) permitting the other Party to review in advance any written communication that it gives to, and consulting with each other in advance of any meeting, telephone call, or conference with, the U.S. Department of Justice. Summit acknowledges that the ability to obtain any consent from the U.S. Department of Justice to the Transactions pursuant to DPA prior to the Closing pursuant is not a condition precedent to the terms of this AgreementClosing.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws laws and regulations to consummate the transactions contemplated by this Agreement; Seller and Buyer agree to execute and deliver such other documents, including (i) prosecuting the Telecom Regulatory Applications in good faith certificates, agreements and with due diligence before the FCC, the State PUCs other writings and the Public Right-of-Way Licensors, and in connection therewith shall to take such other actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain consummate or implement expeditiously the FCC Consents, the State PUC Consents transactions contemplated by this Agreement and the Public Right-of-Way Consents as expeditiously as practicable, to vest in Buyer good and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, marketable title to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsPurchased Assets. (b) Notwithstanding anything Without limiting the foregoing, Seller further agrees for itself and its successors and assigns to execute upon request any other lawful documents and likewise to perform any other lawful acts which may be necessary or desirable to secure fully for Buyer all right, title and interest in this Agreement and to each of the contraryPurchased Assets, including, but not limited to, the parties hereto understand execution of substitution, reissue, divisional or continuation patent applications; and agree that neither preliminary or other statement or the Parent, giving of testimony in any interference or other proceeding in which the Buyer nor Purchased Assets or any of their respective Affiliates shall applications or patent directed thereto or derived therefrom may be obligated to (and without Buyer’s prior written consent, involved. Seller will not and will cause the Company not to) agrees (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority to provide such reasonable assistance to Buyer as Buyer may request in connection with the transactions contemplated hereby or by prosecution of the other Transaction Documents; Patent Applications and any action against third parties claiming infringement of any of the Purchased Assets and (ii) sellnever to contest or assist any third party in contesting the validity or enforceability of any Valid Claim. However, divest, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates may comply with any and all court orders (other than the Company)); (iiiif requested) litigate, challenge or take any action with respect and provide testimony relating to any Action and all matters relating to the Purchased Assets in any proceeding, deposition, or trial, which testimony is believed to be factually correct by Seller or its Affiliates, without in any Personway being held to "contest or assist any third party in contesting the validity or enforcability of any Valid Claim." In the event that Xx. Xxxx Xxxxxxxxx, including Mr. Xxxxx Xxxxxxx or any Governmental Authority; other Affiliate of Seller is requested by Buyer to devote and does actually devote more than 4 days each (it being understood that four hours shall be considered a full day) to any prosecution, interference, or (iv) agree litigation relating to do any of the foregoing. Notwithstanding the foregoingPurchased Assets, that person shall be compensated for his time at the written request rate of the Buyer, the Seller shall cause the Company to agree to take Two Hundred Dollars ($200.00) per hour (if under four hours for any of the actions described in clauses (ione day) or (ii) $1,600 per day, plus actual reasonable expenses, as approved in advance by Buyer. Further, upon request, Buyer shall provide legal counsel to represent Xx. Xxxx Xxxxxxxxx, Mr. Xxxxx Xxxxxxx or any other Seller Affiliate in conjunction with the giving of the previous sentence written or oral testimony in regard to any prosecution, interference, or litigation relating to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the SellerPurchased Assets. (c) The Seller shall cause hereby constitutes and appoints, effective as of the Company Closing upon payment of the Purchase Price, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer (i) to comply with collect for the account of Buyer any items of Purchased Assets and (ii) to prosecute all proceedings which Buyer may in its covenants sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and obligations under this Agreement to defend or compromise any and all actions, suits or proceedings in respect of the extent compliance with such covenants and obligations is required Purchased Assets, whether based on or a claim arising prior to or after the Closing Date. Buyer shall be entitled to retain for its account any amounts collected pursuant to the terms foregoing powers, including any amounts payable as interest in respect thereof. (d) Subject to Section 10.03 hereof, Buyer shall pay all expenses incurred by Seller from and after the Closing Date in complying with this Section 7.01 provided that such expenses are incurred at the request of this AgreementBuyer or approved in advance by Buyer (which approval shall not be unreasonably withheld or delayed).

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws laws and regulations to consummate the transactions contemplated by this Agreement; Sellers and Buyer agree to execute and deliver such other documents, including (i) prosecuting the Telecom Regulatory Applications in good faith certificates, agreements and with due diligence before the FCC, the State PUCs other writings and the Public Right-of-Way Licensors, and in connection therewith shall to take such other actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain consummate or implement expeditiously the FCC Consents, the State PUC Consents transactions contemplated by this Agreement and the Public Right-of-Way Consents as expeditiously as practicable, to vest in Buyer good and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, marketable title to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsPurchased Assets. (b) Notwithstanding anything Without limiting the foregoing, each Seller further agrees for itself and its successors and assigns to execute upon request any other lawful documents and likewise to perform any other lawful acts which may be necessary or desirable to secure fully for Buyer all right, title and interest in this Agreement and to each of the contraryPurchased Assets, including, but not limited to, the parties hereto understand execution of substitution, reissue, divisional or continuation patent applications; and agree that neither preliminary or other statement or the Parent, giving of testimony in any interference or other proceeding in which the Buyer nor Purchased Assets or any of their respective Affiliates shall applications or patent directed thereto or derived therefrom may be obligated to (and without Buyer’s prior written consent, involved. Each Seller will not and will cause the Company not to) agrees (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority to provide such reasonable assistance to Buyer as Buyer may request in connection with the transactions contemplated hereby or by prosecution of the other Transaction Documents; Patent Applications and any action against third parties claiming infringement of any of the Purchased Assets and (ii) sell, divest, license, transfer, dispose never to contest or otherwise hold separate (including by establishing a trust or otherwise), or take assist any other action with respect to, any of the assets, properties or businesses of the Parentthird party in contesting, the Buyer, the Company validity or enforceability of any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the SellerValid Claim. (c) The Each Seller shall cause hereby constitutes and appoints, effective as of the Company Closing upon payment of the Purchase Price, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer (i) to comply with collect for the account of Buyer any items of Purchased Assets and (ii) to prosecute all proceedings which Buyer may in its covenants sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and obligations under this Agreement to defend or compromise any and all actions, suits or proceedings in respect of the extent compliance with such covenants and obligations is required Purchased Assets, whether based on or a claim arising prior to or after the Closing Date. Buyer shall be entitled to retain for its account any amounts collected pursuant to the terms foregoing powers, including any amounts payable as interest in respect thereof. (d) Subject to Section 10.03 hereof, Buyer shall pay all expenses incurred by Sellers from and after the Closing Date in complying with this Section 7.01 provided that such expenses are incurred at the request of this AgreementBuyer or approved in advance by Buyer (which approval shall not be unreasonably withheld or delayed).

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto party shall (and the Seller shall cause the Company to) use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws Laws, and cooperate as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement (including the receipt of all approvals, consents or Permits from Authorities or other third parties, including Company Group Consents, that are required for the consummation of the transactions contemplated by this Agreement and the Additional Agreements). (b) The parties hereto shall reasonably cooperate with each other and execute and deliver such other documents, certificates, agreements and other writings and use their commercially reasonable efforts to take such other actions as may be necessary, proper or advisable on their part under this Agreement and applicable Laws in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (c) The Purchaser Parties and the Company shall use commercially reasonable efforts to take all actions as may be reasonably requested by any such Authority to obtain all applicable approvals, consents or Permits from such Authority that are required for the consummation of the transactions contemplated by this Agreement and the Additional Agreements. In furtherance and not in limitation of the foregoing, each applicable party hereto agrees, at such party’s sole cost and expense, to make an appropriate filings promptly after the date hereof pursuant to the requirements of any Antitrust Laws with respect to the transactions contemplated hereby, and to supply as promptly as reasonably practicable any additional information or documents that may be requested pursuant to such Antitrust Laws and to reasonably cooperate with the other parties and use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under any applicable Antitrust Laws as soon as reasonably practicable. (d) As soon as reasonably practicable following the date of this Agreement, the parties shall reasonably cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts to have such Authorities approve the transactions contemplated by this Agreement. Each party shall give prompt written notice to the Parent and the Company, as applicable, if such party or any of its Representatives receives any notice from such Authorities in connection with the transactions contemplated by this Agreement, including (i) prosecuting and shall promptly furnish the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs Parent and the Public Right-of-Way LicensorsCompany, and as applicable, with a copy of such Authority notice. Subject to applicable Law, no party shall initiate or participate in connection therewith shall take such actions as may be necessary any meeting or reasonably required discussion with any Authority with respect to any filings, applications, investigations or other inquiry in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In additiontransactions contemplated hereby without, to the extent practicable practicable, giving the Company and the Parent, as applicable, reasonable prior notice of the meeting. If any Authority requires that a hearing or meeting be held in connection with its approval of the transactions contemplated hereby, each of the Company Group and the Purchaser Parties shall arrange for Representatives of such party to be present for such hearing or meeting to the extent permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of Authority. If any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party objections are asserted with respect to the Telecom Regulatory Applications, as applicable, transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (iior threatened to be instituted) permit a representative by any applicable Authority or any private Person challenging any of the other party reasonably acceptable to transactions contemplated by this Agreement or any Additional Agreement as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant consummation of the FCC Consent transactions contemplated hereby or grant of any State PUC Consent or Public Right-of-Way Consentthereby, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend resolve any such objections or Actions so as to timely permit consummation of the applicable grants against such actions. (b) Notwithstanding anything in transactions contemplated by this Agreement and the Additional Agreements, including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the contrary, the parties hereto understand and agree that neither the Parent, the Buyer nor any consummation of their respective Affiliates shall be obligated to (and without Buyer’s prior written consent, Seller will not and will cause the Company not to) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by an Authority or private Person challenging the other Transaction Documents; (ii) sell, divest, license, transfer, dispose or otherwise hold separate (including transactions contemplated by establishing a trust or otherwise)this Agreement, or take any other action with respect Additional Agreement, the parties shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action transactions contemplated by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Seller. (c) The Seller shall cause the Company to comply with its covenants and obligations under this Agreement to or the extent compliance with such covenants and obligations is required on or prior to the Closing pursuant to the terms of this AgreementAdditional Agreements.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (Parent, Purchaser, Merger Sub and the Seller shall cause the Company to) Acquired Companies will use its commercially reasonable efforts to take, or cause to be takentaken (including, in the case of the Company, by causing the other Acquired Companies to take), all actions and to do, or cause to be done, all things necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) prosecuting determining whether any action by or in respect of, or filing with, any Governmental Authority (in addition to the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably Required Governmental Approvals) is required in connection with the Telecom Regulatory Applicationsconsummation of the transactions contemplated by this Agreement, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, including the filings in respect of the Required Governmental Approvals, and (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party be obtained from any Governmental Authority that are necessary, proper or any other party with respect advisable to consummate the Telecom Regulatory Applicationstransactions contemplated by this Agreement, as applicable, (ii) permit a representative of including the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Required Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in this Agreement to the contrary, Approvals; provided that the parties hereto understand and agree that neither the Parent, the Buyer Parent nor any of their respective its Affiliates shall be obligated to (and and, without BuyerPurchaser’s prior written consent, Seller will not and will cause the no Acquired Company not toshall) (iA) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or by the other Transaction Documents; hereby, (iiB) sell, divest, license, transferdispose of, dispose transfer or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of the assetsits, properties or businesses of the Parent, the Buyer, the Company any Acquired Company’s or any of their respective Affiliates Affiliates’ businesses, assets or properties, (other than Seller and its Affiliates (other than the Company)); (iiiC) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; Authority or (ivD) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the BuyerPurchaser, the Seller Company shall, and shall cause the Company to other Acquired Companies to, agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing Closing. Each of Parent, Purchaser, Merger Sub and is without liability the Company agree to execute and deliver, or cause to be executed and delivered (including, the Sellercase of the Company, by causing the other Acquired Companies to execute and deliver), such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the Transaction Documents. Each of Parent, Purchaser, Merger Sub and the Company shall promptly notify the other parties hereto of any written notice from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Transaction Documents. (cb) The Seller shall cause In furtherance and not in limitation of the foregoing, as promptly after the date hereof as reasonably practicable, (i) each of Parent and the Company to comply with its covenants shall make an appropriate filing of a Notification and obligations under this Agreement to the extent compliance with such covenants and obligations is required on or prior to the Closing Report Form pursuant to the terms HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and take all other actions necessary to cause the expiration or termination of this Agreementthe applicable waiting periods under the HSR Act as soon as practicable, and (ii) Purchaser shall prepare and the relevant party shall submit the filings and notices associated with the Required Governmental Approvals. Each of Parent and the Company shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority in connection with such filing or submission.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws laws and regulations to consummate the transactions contemplated by this Agreement; Seller agrees to execute and deliver such other documents, including (i) prosecuting the Telecom Regulatory Applications in good faith certificates, agreements and with due diligence before the FCC, the State PUCs other writings and the Public Right-of-Way Licensors, and in connection therewith shall to take such other actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain consummate or implement expeditiously the FCC Consents, the State PUC Consents transactions contemplated by this Agreement and the Public Right-of-Way Consents as expeditiously as practicable, to vest in Buyer good and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, marketable title to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsPurchased Assets. (b) Notwithstanding anything Without limiting the foregoing, Seller further agrees for herself and his successors and assigns to execute upon request any other lawful documents and likewise to perform any other lawful acts which may be necessary or desirable to secure fully for Buyer all right, title and interest in this Agreement and to each of the contraryPurchased Assets, including, but not limited to, the parties hereto understand execution of substitution, reissue, divisional or continuation patent applications; and agree that neither preliminary or other statement or the Parent, giving of testimony in any interference or other proceeding in which the Buyer nor Purchased Assets or any of their respective Affiliates shall applications or patent directed thereto or derived therefrom may be obligated to (and without Buyer’s prior written consent, involved. Seller will not and will cause the Company not to) agrees (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority to provide such reasonable assistance to Buyer as Buyer may request in connection with the transactions contemplated hereby or by prosecution of the other Transaction Documents; Patent Applications and any action against third parties claiming infringement of any of the Purchased Assets and (ii) sell, divest, license, transfer, dispose never to contest or otherwise hold separate (including by establishing a trust or otherwise), or take assist any other action with respect to, any of the assets, properties or businesses of the Parentthird party in contesting, the Buyer, the Company validity or enforceability of any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the SellerValid Claim. (c) The Seller shall cause hereby constitutes and appoints, upon payment of the Company Purchase Price pursuant to comply Section 2.02(a) of this Agreement, Buyer and its successors and assigns as the true and lawful attorney of Seller with its covenants and obligations under this Agreement respect to the extent compliance Purchased Assets with such covenants full power of substitution in the name of Buyer or in the name of Seller, but for the benefit of Buyer (i) to collect for the account of Buyer any items of Purchased Assets and obligations is required (ii) to prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets, whether based on or a claim arising prior to or after the Closing execution of this Agreement. Buyer shall be entitled to retain for its account any amounts collected pursuant to the terms of this Agreement.foregoing powers, including any amounts payable as interest in respect thereof. * CONFIDENTIAL TREATMENT REQUESTED

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) Party will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws Law to consummate the transactions contemplated by this Agreement, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors. The Parties agree, and in connection therewith shall Contributor, prior to the Closing, and Acquirer, after the Closing, agree to cause the Company, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement in accordance with the terms hereof. Contributor shall transfer, assign, convey and deliver the properties, assets and rights set forth on Schedule 5.5(i) to the Company on or prior to the Closing. If, at any time following the date of this Agreement, either Party discovers that Contributor or any of its Affiliates (other than the Company and EnCap Energy Infrastructure Fund, L.P.) has ownership or possession of any property, asset or right used in connection with the operation of the Company, then Contributor shall effect the transfer, assignment, conveyance and delivery of such property, asset or right to the Company as soon as reasonably practicable. Notwithstanding the foregoing, Acquirer acknowledges to Contributor that none of the assets described or set forth on Schedule 5.5(ii) shall be transferred to the Company. (b) In furtherance and not in limitation of the foregoing, each of Acquirer and Contributor shall: (i) use reasonable best efforts to obtain, or in the case of Contributor, cause the Company to obtain, all necessary consents, waivers, authorizations and approvals of all Governmental Authorities, and of all other Persons, required in connection with the Telecom Regulatory Applicationsexecution, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents delivery and the Public Right-of-Way Consents as expeditiously as practicable, performance of this Agreement; and (ii) preparing make an appropriate filing of a Notification and filing Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable and in any event within ten (10) days after the date of this Agreement and shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Each of Acquirer and Contributor shall request expedited treatment of any such filings, shall promptly furnish each other with copies of any notices, correspondence or other written communication from the relevant Governmental Authority, shall promptly make any appropriate or necessary subsequent or supplemental filings and shall cooperate in the preparation of such filings as is reasonably necessary and appropriate; provided that, neither Acquirer nor Contributor shall be required to, in the absence of a mutually acceptable joint defense agreement, waive the attorney client, work product or any other applicable privilege protecting information from being disclosed to Third Parties. Each of Acquirer and Contributor further agree to consult and cooperate with the other Party with respect to, and to permit, to the extent reasonably practicable, the other Party to be present at conferences and meetings for the purpose of obtaining, clearance under the HSR Act. (c) Each of Acquirer and Contributor shall cooperate in good faith with all Governmental Authorities and shall not take any action that could reasonably be expected to adversely affect or delay receiving any approval, clearance or expiration of any applicable waiting period to be obtained from any Governmental Authority charged with enforcing, applying, administering, or investigating any applicable Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraining trade or abusing a dominant position (collectively, “Antitrust Laws”), including the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any attorney general of a state of the United States or any other competition authority of any jurisdiction (each, an “Antitrust Authority”). In the event that any action is threatened or instituted challenging the transactions contemplated by this Agreement as violative of any Antitrust Law, each of Acquirer and Contributor shall use reasonable best efforts to take all action necessary to promptly resolve such challenges. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated by this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement, Acquirer shall use reasonable best efforts to promptly take all steps necessary to vacate, modify or suspend such injunction or order as promptly as practicable with and in any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, event prior to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental AuthorityOutside Date. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in this Agreement herein to the contrary, the parties hereto understand and agree that neither the Parentnone of Acquirer, the Buyer nor Contributor or any of their respective Affiliates shall be obligated have any obligation to (and without Buyer’s prior written consent, Seller will not and will cause the Company not to) (i) enter into hold separate or divest any settlementtheir respective properties or assets, undertaking(ii) defend against any lawsuit, consent decreeaction or proceeding, stipulation judicial or agreement with any Governmental Authority administrative, challenging this Agreement or the transactions contemplated hereby, or (iii) expend a material amount of funds, in each case in connection with the transactions contemplated hereby or by the other Transaction Documents; (ii) sell, divest, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Seller. (c) The Seller shall cause the Company to comply with its covenants and obligations under this Agreement to the extent compliance with such covenants and obligations is required on or prior to the Closing pursuant to the terms of this AgreementSection 5.5.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of Parent, Purchaser, Merger Sub, the parties hereto shall (Surviving Company, PEG Holdings and the Seller shall cause the Company to) will use its commercially reasonable best efforts to take, or cause to be takentaken (including, in the case of the Company, by causing the other Acquired Companies to take), all actions and to do, or cause to be done, all things necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) prosecuting determining whether any action by or in respect of, or filing with, any Governmental Authority (in addition to the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably Required Governmental Approvals) is required in connection with the Telecom Regulatory Applicationsconsummation of the transactions contemplated by this Agreement, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action, including the filings in respect of the Required Governmental Approvals, and (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Required Governmental Approvals. In additionEach of Parent, Purchaser, Merger Sub, PEG Holdings and the Company agree to the extent practicable execute and permitted by applicable Lawdeliver, or cause to be executed and delivered (including, the parties hereto case of the Company, by causing the other Acquired Companies to execute and deliver), such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the Transaction Documents. Each of Parent, Purchaser, Merger Sub and the Company shall use their commercially reasonable efforts to (i) promptly notify the other party parties hereto of any communication (other than non-substantive communications) to that party written notice from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in this Agreement to the contrary, the parties hereto understand and agree that neither the Parent, the Buyer nor any of their respective Affiliates shall be obligated to (and without Buyer’s prior written consent, Seller will not and will cause the Company not to) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby by this Agreement or by the other Transaction Documents; . (b) In furtherance and not in limitation of the foregoing, as promptly after the date hereof as reasonably practicable, (i) each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) sellPurchaser shall prepare and the relevant party shall submit the filings and notices associated with the Required Governmental Approvals. Each of Parent and the Company shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and shall keep each other apprised of the status of any communications with, divest, license, transfer, dispose and any inquiries or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect torequests for additional information from, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described Authority in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Seller. (c) The Seller shall cause the Company to comply with its covenants and obligations under this Agreement to the extent compliance connection with such covenants and obligations is required on filing or prior to the Closing pursuant to the terms of this Agreementsubmission.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (Parent, each Merger Sub, Seller and the Seller shall cause the Company to) Acquired Companies will use its commercially reasonable efforts to take, or cause to be takentaken (including, in the case of Seller and each Company, by causing the other Acquired Companies to take), all actions and to do, or cause to be done, all things necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to (i) prosecuting the Telecom Regulatory Applications determine whether any action by or in good faith and with due diligence before the FCCrespect of, the State PUCs and the Public Right-of-Way Licensorsor filing with, and in connection therewith shall take such actions as may be necessary or reasonably any Governmental Authority is required in connection with the Telecom Regulatory Applicationsconsummation of the transactions contemplated by this Agreement, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing supply as promptly as practicable additional information and filing documentary material that may reasonably be requested pursuant to the HSR Act, (iii) prepare and file as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking take any other required action. In additionaction and (iv) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party be obtained from any Governmental Authority that are necessary, proper or any other party with respect advisable to consummate the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in transactions contemplated by this Agreement to the contrary, Agreement; provided that the parties hereto understand and agree that neither the Parent, the Buyer Parent nor any of their respective its Affiliates shall be obligated to (and and, without BuyerParent’s prior written consent, Seller will not and will cause the no Acquired Company not toshall) (iA) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or by the other Transaction Documents; hereby, (iiB) sell, divest, license, transferdispose of, dispose transfer or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of the assets, properties its or businesses of the Parent, the Buyer, the Company its Affiliates’ or any of their respective Affiliates Acquired Company’s businesses, assets or properties, (other than Seller and its Affiliates (other than the Company)); (iiiC) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; Authority or (ivD) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the BuyerParent, the Seller and each Company shall, and shall cause the Company to other Acquired Companies to, agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing Closing. With respect to (and is without liability expanding) the foregoing, each of Parent, each Merger Sub, Seller and each Company agree to execute and deliver, or cause to be executed and delivered (including, in the case of Seller and each Company, by causing the other Acquired Companies to execute and deliver), such other documents, certificates, agreements and other writings as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the other Transaction Documents. To the extent permitted by Applicable Law, each of Parent, each Merger Sub, Seller and each Company shall promptly notify the other parties hereto of any written notice or oral communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the other Transaction Documents, and shall provide a copy of any such written notice. (b) In furtherance and not in limitation of the foregoing, as promptly after the date hereof as reasonably practicable, but in any event within ten Business Days, each of Parent and Seller shall make an appropriate filing of a Notification and Report Form pursuant to the SellerHSR Act with respect to the transactions contemplated hereby. To the extent permitted under Applicable Law, each of Parent and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority in connection with such filing or submission, shall share a draft in advance to the extent practicable and consider in good faith the comments of the other with respect to any such filing or submission, and shall each permit the other to attend any substantive meeting or telephone or video conference with any Governmental Authority with respect thereto unless prohibited by such Governmental Authority; provided that materials required to be provided pursuant to this Section 10.01(b) may be redacted (i) to remove references concerning the valuation of the Companies, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address attorney-client or other privilege concerns and may be restricted to outside counsel. (c) The Seller Prior to the Closing, Parent shall not, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Company assets of or equity in, or by any other manner, any Person or portion thereof if such acquisition or agreement would reasonably be expected to comply with its covenants and obligations under this Agreement to delay satisfying the extent compliance with such covenants and obligations is required on or condition set forth in Section 11.01(a) prior to the Closing pursuant to the terms of this AgreementEnd Date.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreementherein provided, each of the parties hereto shall (and the Seller shall cause the Company to) use its commercially reasonable efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto The Company shall use their its commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) obtain, at its sole expense, all such waivers, consents or approvals from Governmental Authorities or third parties and to that party from any give all such notices to Governmental Authority or any other party with respect to the Telecom Regulatory ApplicationsAuthorities and third parties, as applicable, (ii) permit a representative of the other party reasonably acceptable are required to the first party to attend and participate be listed in substantive meetings (telephonic or otherwise) Schedule 3.4 hereto. Parent shall cooperate with the FCCCompany in obtaining all such waivers, any State PUC 50 consents or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advanceapprovals, as reasonable, any proposed written communication to may be reasonably requested by the FCC, State PUC, Public Right-of-Way Licensor or other Governmental AuthorityCompany in connection therewith. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties Parent shall use their its commercially reasonable efforts to defend obtain, at its sole expense, all such waivers, consents or approvals from Governmental Authorities or third parties and to give all such notices to Governmental Authorities and third parties, as are listed in Exhibit 6.3(b) hereto. The Company shall cooperate with Parent in obtaining all such waivers, consents or approvals, as may be reasonably requested by Parent in connection therewith. Each party shall bear its own costs incurred in connection with obtaining such consents. Notwithstanding the applicable grants against such actions. (b) Notwithstanding foregoing or anything contained in this Agreement to the contrary, the parties hereto understand and agree that neither the Parent, the Buyer Parent nor any of its Affiliates shall have any obligation to consummate the acquisition of the Spheris Business (as defined in Section 5.9) and, in any case, any such acquisition of the Spheris Business will be completed on terms deemed acceptable to Parent and/or its Affiliates in their sole discretion. (b) Each of Parent and the Company shall pay one-half of the HSR Act filing fee and any applicable foreign antitrust filing fees. Each party hereto shall make an appropriate filing, if necessary, pursuant to the HSR Act (and any applicable foreign antitrust laws) with respect to the transactions contemplated by this Agreement within ten Business Days after Parent and/or any of its Affiliates have entered into a definitive purchase agreement to acquire the Spheris Business (any such agreement, a "Spheris Agreement"), and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act (and any applicable foreign antitrust laws). Without limitation of the foregoing, the Company, Newco and their respective Affiliates shall be obligated to not extend any waiting period or comparable period under the HSR Act (and without Buyer’s prior written consent, Seller will not and will cause the Company not toor any applicable foreign antitrust laws) (i) or enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with not to consummate the transactions contemplated hereby or by hereby, except with the prior written consent of the other Transaction Documents; (ii) sellparties hereto. Notwithstanding anything herein to the contrary, divestParent, licenseCompany and their Affiliates shall not be required to consent to any divestiture or other structural or conduct relief in order to obtain clearance from any Governmental Authority and Parent, transferCompany and their Affiliates shall not be obligated to contest, dispose administratively or otherwise hold separate (including by establishing a trust in court, any ruling, order or otherwise), or take any other action with respect to, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; Authority or (iv) agree to do any of private party respecting the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Sellertransactions contemplated by this Agreement. (c) The Seller shall cause In the Company to comply with its covenants and obligations under this Agreement event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the Merger or any of the other transactions contemplated hereby or seeks damages in connection therewith, the parties agree, subject to the extent compliance with reasonable business judgment of each, to cooperate and use reasonable best efforts to defend against such covenants claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order lifted, and obligations is required on or prior to cooperate reasonably regarding any other impediment to the Closing pursuant to consummation of the terms of this Agreementtransactions contemplated hereby.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of Parent, the parties hereto shall (Merger Subs and the Seller shall cause the Company to) Acquired Companies will use its commercially reasonable efforts to take, or cause to be takentaken (including, in the case of the Company, by causing the other Acquired Companies to take), all actions and to do, or cause to be done, all things necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to (i) prosecuting the Telecom Regulatory Applications determine whether any action by or in good faith and with due diligence before the FCCrespect of, the State PUCs and the Public Right-of-Way Licensorsor filing with, and in connection therewith shall take such actions as may be necessary or reasonably any Governmental Authority is required in connection with the Telecom Regulatory Applicationsconsummation of the transactions contemplated by this Agreement, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing supply as promptly as practicable any additional information and filing documentary material that may be requested pursuant to any Applicable Law in connection with the transaction contemplated by this Agreement, (iii) prepare and file as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking take any other required action. In addition, action (including (A) with respect to the extent practicable Acquired Companies, making all filings with the relevant Governmental Authorities of change in control applications in connection with the acquisition of Company Trust Subsidiaries no later than Applicable Law with respect to the Acquired Companies requires and permitted by applicable Law, (B) with respect to each of the parties hereto shall use their commercially reasonable efforts hereto, preparing and making all filings and notifications required of them under applicable Money Transmitter Laws and Virtual Currency Business Laws in connection with the transactions contemplated hereby) and (iv) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party be obtained from any Governmental Authority that are necessary, proper or any other party with respect advisable to consummate the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in transactions contemplated by this Agreement to the contrary, Agreement; provided that the parties hereto understand and agree that neither the Parent, the Buyer nor any Acquired Company, nor any of their respective Affiliates shall be obligated to (and and, without BuyerParent’s prior written consent, Seller no Acquired Company shall agree to do any of the following specifically in pursuit of or in satisfaction of a condition for any approval from a Governmental Authority), and “commercially reasonable efforts” will not and will cause the in no event require, or be construed to require, Parent, any Acquired Company not to) or any of their Affiliates to (iA) enter into any settlement, undertaking, consent decree, stipulation or agreement Contract with any Governmental Authority, (B) litigate, defend, challenge or take any action with respect to any Action by any Person, including any Governmental Authority in connection with (including taking any steps or actions to defend against, vacate, modify or suspend any injunction or Order, including any injunction related to a private cause of action that would prevent consummation of the transactions contemplated hereby by this Agreement or by the any other Transaction Documents; Document), (iiC) sellagree, propose, negotiate, offer or commit to divest, license, lease, dispose of, transfer, dispose encumber or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assetsits, properties or businesses of the Parent, the Buyer, the Company any Acquired Company’s or any of their respective Affiliates Affiliates’ businesses, operations, product or service lines, assets or properties, (other than Seller and D) terminate or modify existing relationships, contractual rights or obligations of the affected party or any of its Affiliates respective Affiliates, (other than E) take or commit to take actions that after the Company)); (iii) litigate, challenge Condition Satisfaction Date would limit the affected party’s or take any of its Affiliates’ freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of any Action by any Personof their businesses, including any Governmental Authority; operations, product or service lines, assets or properties, or (ivF) agree to do any of the foregoing, in each case, in connection with the transactions contemplated hereby and by the other Transaction Documents, in each case, to the extent that taking any of the actions described in the preceding clauses (A) through (F) would reasonably be expected to be adverse, in any material respect, to Parent and its Affiliates or the Acquired Companies (any of the actions described in this proviso, a “Burdensome Condition”). Notwithstanding the foregoing, at the written request of the BuyerParent, the Seller Company shall, and shall cause the Company to other Acquired Companies to, agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability Closing. With respect to the Sellerforegoing, each of the Parent Parties and the Company agree to execute and deliver, or cause to be executed and delivered (including, in the case of the Company, by causing the other Acquired Companies to execute and deliver), such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the other Transaction Documents. Each of the Parent Parties and the Company shall promptly notify the other parties hereto of any written notice from any Governmental Authority in connection with the transactions contemplated by this Agreement or the other Transaction Documents. For the avoidance of doubt, (x) neither the Company nor any of the Parent Parties are making any representation or warranty as to the receipt or the likelihood of receiving any approval, consent, registration, permit, authorization or any other confirmation from any Governmental Authority in connection with the transactions contemplated by this Agreement or the other Transaction Agreements, and (y) that clauses (A) and (F) above do not limit the ability of Parent, any Acquired Company or any of their Affiliates, as applicable, to enter into capital and liquidity support agreements that the OCC may require in connection with the ability of BitGo Trust Company, Inc. to obtain an OCC Trust Charter and conduct business as a national trust bank. (b) In furtherance and not in limitation of Section 9.01(a), as promptly after the date hereof as reasonably practicable, but no later than 10 Business Days after the date of this Agreement, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (and shall, if available, request early termination of the waiting period associated therewith) and any other filings required pursuant to any other applicable antitrust laws. To the extent permitted under Applicable Law, each of Parent and the Company shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other applicable antitrust laws and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority in connection with such filings or submissions. Parent, after prior, good faith consultation with the Company and after considering, in good faith, the Company’s views and comments, shall have the right to control and direct all interactions (including all correspondences, meetings, proposals and negotiations) with Governmental Authorities in connection with all notices, filings, approvals or clearances sought in connection with the transactions contemplated by the Transaction Documents, including under the HSR Act and any other applicable antitrust laws; provided that, if permitted by Applicable Law, Parent shall afford the Company a reasonable opportunity to participate in any such interactions. (c) The Seller In furtherance and not in limitation of Section 9.01(a), as soon as reasonably practicable following the date hereof, Parent shall prepare and submit a change in control application for each Company Trust Subsidiary consistent with Applicable Law related to the change of ownership and control of each Company Trust Subsidiary. To the extent permitted under Applicable Law, Company shall, and shall cause any Acquired Company to, furnish to Parent such necessary information and reasonable assistance as Parent may request in connection with its preparation of any filing or submission that is necessary related to such change in control for each Company Trust Subsidiary and Parent and Company shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority in connection with such filings or submissions. Parent shall have the right to control and direct all interaction (including all correspondences, meetings, proposals and negotiations) with Governmental Authorities in connection with all notices, filings, approvals or clearances sought in connection with such change in control for each Company Trust Subsidiary; provided that, if permitted by Applicable Law, Parent shall afford the Company the right to participate in such interactions and to review all such filings and submissions a reasonable amount of time prior to the submission thereof. (d) In furtherance and not in limitation of Section 9.01(a), as soon as reasonably practicable following the date hereof, the Company shall cause the Company Broker-Dealer Subsidiary to comply prepare and submit a FINRA Application consistent with the requirements of FINRA Rule 1017 seeking approval of the change of ownership and control of the Company Broker-Dealer Subsidiary in connection with the transactions contemplated by this Agreement. The Form of the FINRA Application shall be subject to the approval of Parent, which approval shall not unreasonably be withheld, conditioned or delayed. Parent shall (and shall cause its covenants Affiliates to) timely provide to the Company all information required to complete the FINRA Application and obligations under respond to any further FINRA requests in connection therewith. Parent acknowledges and agrees that, notwithstanding anything in this Agreement to the extent compliance contrary, the Company and the Company Broker-Dealer Subsidiary shall not be obligated to take any action that could reasonably be expected to give rise to any requirement for a FINRA Application pursuant to FINRA Rule 1017(a)(5) for approval of any material change in business operations of the Company Broker-Dealer Subsidiary in connection with such covenants and obligations is required on or the transactions contemplated hereby prior to the Closing pursuant Closing. (e) In furtherance and not in limitation of Section 9.01(a), as soon as reasonably practicable following the date hereof, to the terms extent that the Parent Broker-Dealer Subsidiary will undergo a change of ownership for purposes of FINRA Rule 1017 as a result of the transactions contemplated by this Agreement, Parent shall cause the Parent Broker-Dealer Subsidiary to prepare and submit a materiality consultation request with FINRA membership application program staff seeking approval of such change of ownership, or a FINRA Application if required by FINRA.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws laws and regulations to consummate the transactions contemplated by this Agreement; PROVIDED that Buyer shall not be obligated to pay any amount of money or deliver any goods or services to Seller or Genentech except the payment of the Purchase Price at the Closing (subject to the terms and conditions hereof). Seller and Buyer agree to execute and deliver such other documents, including (i) prosecuting the Telecom Regulatory Applications in good faith certificates, agreements and with due diligence before the FCC, the State PUCs other writings and the Public Right-of-Way Licensors, and in connection therewith shall to take such other actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Purchased Assets. In particular, Seller agrees to use its commercially reasonably efforts to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation written consent of Genentech referred to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsSection 7.02(c). (b) Notwithstanding anything in this Agreement to the contrary, the parties hereto understand and agree that neither the Parent, the Buyer nor any of their respective Affiliates shall be obligated to (and without Buyer’s prior written consent, Seller will not and will cause the Company not to) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or by the other Transaction Documents; (ii) sell, divest, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of the assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding Without limiting the foregoing, at the written Seller further agrees for itself and its successors and assigns to execute upon request any other lawful documents and likewise to perform any other lawful acts which may be necessary or desirable to secure fully for Buyer all right, title and interest in and to each of the BuyerPurchased Assets, including, but not limited to, the Seller shall cause execution of substitution, reissue, divisional or continuation patent applications; and preliminary or other statement or the Company to agree to take giving of testimony in any of interference or other proceeding in which the actions described in clauses (i) Purchased Assets or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Sellerany application or patent directed thereto or derived therefrom may be involved. (c) The Seller shall cause the Company to comply with its covenants hereby constitutes and obligations under this Agreement to the extent compliance with such covenants and obligations is required on or prior to appoints, effective as of the Closing upon payment of the Purchase Price, Buyer and its successors and assigns as the true and lawful attorney of Seller with full power of substitution in the name of Buyer or in the name of Seller, but for the benefit of Buyer (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all proceedings consistent with the Genentech License which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets. Buyer shall be entitled to retain for its account any amounts collected pursuant to the terms of this Agreementforegoing powers, including any amounts payable as interest in respect thereof.

Efforts; Further Assurances. (a) Subject to the terms and --------------------------- conditions of this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws laws and regulations to consummate the transactions contemplated by this Agreement; Sellers and Buyer agree to execute and deliver such other documents, including (i) prosecuting the Telecom Regulatory Applications in good faith certificates, agreements and with due diligence before the FCC, the State PUCs other writings and the Public Right-of-Way Licensors, and in connection therewith shall to take such other actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain consummate or implement expeditiously the FCC Consents, the State PUC Consents transactions contemplated by this Agreement and the Public Right-of-Way Consents as expeditiously as practicable, to vest in Buyer good and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, marketable title to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsPurchased Assets. (b) Notwithstanding anything Without limiting the foregoing, each Seller further agrees for itself and its successors and assigns to execute upon request any other lawful documents and likewise to perform any other lawful acts which may be necessary or desirable to secure fully for Buyer all right, title and interest in this Agreement and to each of the contraryPurchased Assets, including, but not limited to, the parties hereto understand execution of substitution, reissue, divisional or continuation patent applications; and agree that neither preliminary * Confidential treatment requested. or other statement or the Parent, giving of testimony in any interference or other proceeding in which the Buyer nor Purchased Assets or any of their respective Affiliates shall applications or patent directed thereto or derived therefrom may be obligated to (and without Buyer’s prior written consent, involved. Each Seller will not and will cause the Company not to) agrees (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority to provide such reasonable assistance to Buyer as Buyer may request in connection with the transactions contemplated hereby or by prosecution of the other Transaction Documents; Patent Applications and any action against third parties claiming infringement of any of the Purchased Assets and (ii) sell, divest, license, transfer, dispose never to contest or otherwise hold separate (including by establishing a trust or otherwise), or take assist any other action with respect to, any of the assets, properties or businesses of the Parentthird party in contesting, the Buyer, the Company validity or enforceability of any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the SellerValid Claim. (c) The Each Seller shall cause hereby constitutes and appoints, effective as of the Company Closing upon payment of the Purchase Price, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer (i) to comply with collect for the account of Buyer any items of Purchased Assets and (ii) to prosecute all proceedings which Buyer may in its covenants sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and obligations under this Agreement to defend or compromise any and all actions, suits or proceedings in respect of the extent compliance with such covenants and obligations is required Purchased Assets, whether based on or a claim arising prior to or after the Closing Date. Buyer shall be entitled to retain for its account any amounts collected pursuant to the terms foregoing powers, including any amounts payable as interest in respect thereof. (d) Subject to Section 10.03 hereof, Buyer shall pay all expenses incurred by Sellers from and after the Closing Date in complying with this Section 7.01 provided that such expenses are incurred at the request of this AgreementBuyer or approved in advance by Buyer (which approval shall not be unreasonably withheld or delayed).

Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties hereto shall (Parent and the Seller Thermo shall, and shall cause the Company its Subsidiaries to) , use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary necessary, proper, or desirable under applicable Laws advisable to consummate and make effective and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated in this Agreement, including: (i) determining whether any action by or in respect of, or filing with, any Governmental Authority (in addition to the Required Governmental Approvals) is required in connection with the consummation of the transactions contemplated by this Agreement, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, including the filings in respect of the Required Governmental Approvals, (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party be obtained from any Governmental Authority that are necessary, proper or any other party with respect advisable to consummate the transactions contemplated by this Agreement, including the Required Governmental Approvals, and (iv) obtaining all of the reasonably necessary consents, amendment or waivers from the lenders pursuant to the Telecom Regulatory ApplicationsParent Credit Agreement and the Company Credit Agreement and take such other actions, and providing such other information, as applicable, (ii) permit a representative of the other party may be reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider requested by such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in this Agreement to the contrary, lenders; provided that the parties hereto understand and agree that neither the Parent, the Buyer Parent nor any of their respective its Affiliates shall be obligated to (and and, without BuyerParent’s prior written consent, Seller will not and will cause the no Acquired Company not toshall) (i) 1.%2.%3.%4.%5 enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or by the other Transaction Documents; (ii) sellhereby, 2.%2.%3.%4.%5 divest, license, transferdispose of, dispose transfer or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of the assetsits, properties or businesses of the Parent, the Buyer, the Company any Acquired Company’s or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) Affiliates’ businesses, assets or properties, 3.%2.%3.%4.%5 litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; Authority or (iv) 4.%2.%3.%4.%5 agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Seller. (cb) The Seller shall Each of Parent, Merger Sub and the Thermo agree to execute and deliver, or cause to be executed and delivered (including, in the Company case of Thermo, by causing the other Acquired Companies to comply with its covenants execute and obligations under deliver), such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement to and the extent compliance Transaction Documents. Each of Parent, Merger Sub and Thermo shall promptly notify the other parties hereto of any written notice from any Governmental Authority in connection with such covenants and obligations is required on the transactions contemplated by this Agreement or prior to the Closing pursuant to the terms of this AgreementTransaction Documents.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein provided, each of Purchaser and Seller shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, each of the parties hereto in which case such different standard shall (and the Seller shall cause the Company toapply) use its commercially reasonable efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents. Each of Seller and Purchaser shall use reasonable best efforts to obtain the Consents or waivers, as applicable, of all Governmental Authorities, including, without limitation, the Consents and waivers contemplated by Section 9.1(c) and (d) in connection with the transactions contemplated by this Agreement and the Transaction Documents. Seller shall, and shall cause the Company to, use reasonable best efforts to obtain the Consents or waivers, as applicable, of other third parties, necessary to the consummation of the transactions contemplated by this Agreement and the Transaction Documents. All costs incurred in connection with obtaining such Consents and waivers shall be borne by the party incurring them. Without limiting the generality of the foregoing, as promptly as practicable after the date of this Agreement, Purchaser shall make an appropriate filing, if necessary, pursuant to the Competition Act with respect to the transactions contemplated by this Agreement, including and Seller shall make an appropriate filing pursuant to the Subsoil Use Law. Each of Purchaser and Seller shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the Competition Act or the Subsoil Use Law. Without limiting the foregoing, Seller and Purchaser (i) prosecuting the Telecom Regulatory Applications in good faith shall reasonably cooperate and consult with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required each other in connection with the Telecom Regulatory Applicationsmaking of all filings, including furnishing notifications and any other material actions pursuant to the this Section 8.3, including, subject to applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents Law and the Public Right-of-Way Consents as expeditiously as practicableparties’ reasonable understanding of Competition Agency and Ministry of Oil and Gas policy with regard thereto, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify permitting counsel for the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party reasonable opportunity to review in advance, as reasonableand consider in good faith the views of the other party in connection with, any proposed written communication filings or submissions to any Governmental Authority and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party and such party’s Subsidiaries to a Governmental Authority or received from such a Governmental Authority in connection with the transactions contemplated by this Agreement, (ii) shall furnish to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In party such information and assistance as such other party reasonably may request in connection with the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant preparation of any State PUC Consent or Public Right-of-Way Consentsubmissions to, or if the FCCagency proceedings by, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (b) Notwithstanding anything in this Agreement to the contrary, the parties hereto understand and agree that neither the Parent, the Buyer nor any of their respective Affiliates shall be obligated to (and without Buyer’s prior written consent, Seller will not and will cause the Company not to) (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by this Agreement, (iii) shall promptly inform the other party of any communications with, and written inquiries or requests for information from, such Governmental Authorities in connection with the transactions contemplated by the Agreement and (iv) shall consult with the other party in advance of any meeting or conference, whether in person or by telephone, with any such Governmental Authority or, in connection with any proceeding by a private party, with any other Person. Purchaser shall cause the Company to notify the Competent Authority of the Closing within five (5) days after the Closing occurs. Notwithstanding anything to the contrary in this Agreement, Purchaser and its Affiliates may enter into or complete any transactions (including any merger or acquisition) during or after the period from the date of this Agreement through the earlier of the Closing Date and the termination of this Agreement. (b) In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which raises questions about the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, Purchaser and Seller agree to cooperate reasonably and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding; provided that Purchaser shall have the sole right to direct and control the defense of such claim, action, suit, investigation or other proceeding with counsel of its own choosing, and Seller may, at its own expense, participate therein with counsel of its own choosing. Purchaser and Seller agree to use their reasonable best efforts to take or agree to take all such other actions or non-actions as may be required to obtain any and all necessary governmental, judicial or regulatory actions or non-actions, Orders, Consents, clearances and extensions, including pursuant to the Competition Act and Subsoil Use Law, and, if an injunction or other Order, decree, pronouncement or other action restraining or impairing the consummation of the transactions contemplated by this Agreement is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other Order or action lifted or removed, and to cooperate reasonably in all efforts to eliminate or remove any other impediment to the other Transaction Documents; (ii) sellconsummation of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, divestPurchaser shall not be required to consent to any divestitures or licenses of assets, licensesupply or exchange agreements, transferhold separate agreements, dispose asset maintenance agreements or otherwise hold separate (including by establishing a trust or otherwise), or be required to commit to take any other actions that would limit its or its Affiliates’ freedom of action with respect to, any of the or their ability to retain, one or more businesses, product lines or assets, properties or businesses of the Parent, the Buyer, the Company or any of their respective Affiliates (other than Seller and its Affiliates (other than the Company)); (iii) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority; or (iv) agree to do any of the foregoing. Notwithstanding the foregoing, at the written request of the Buyer, the Seller shall cause the Company to agree to take any of the actions described in clauses (i) or (ii) of the previous sentence to the extent such action is conditioned upon the occurrence of the Closing and is without liability to the Seller. (c) The Each of Purchaser and Seller shall give prompt written notice to the other of (i) the occurrence, or failure to occur, of any event which occurrence or failure would cause any representation or warranty of Seller or Purchaser, as the Company case may be, contained in this Agreement to comply with its covenants and obligations under be untrue or inaccurate in any material respect at any time from the date of this Agreement to the extent compliance Closing or that will result in the failure to satisfy any of the conditions specified in Article 9 and such written notice shall specify the representation or warranty that has become untrue or inaccurate, and (ii) any failure of Seller or Purchaser, as the case may be, to comply with such covenants and obligations is required on or prior satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the Closing pursuant to the terms of this Agreementdocuments contemplated hereby.