Common use of Filings and Consents Clause in Contracts

Filings and Consents. (a) Subject to the terms and conditions of this Agreement, each of the parties shall use its commercially reasonable efforts to (i) cooperate with one another in determining which filings are required to be made by each party prior to the Closing with, and which consents, approvals, permits, or authorizations are required to be obtained by each party prior to the Closing from, Governmental Authorities or other Persons in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) assist the other parties in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations, and waivers required to be made and obtained by the other parties. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other parties with drafts of such application or filing (excluding any confidential information included therein) and afford the other parties a reasonable opportunity to comment on such drafts. Each of the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental Authority. Each party shall bear its own costs, fees, and expenses payable to any Governmental Authority in connection with any required notification or filing made or given to any Governmental Authority in connection with the Transactions. (b) Without limiting the foregoing, each of the parties shall use their commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent, or delay the consummation of the Transactions.

Filings and Consents. (a) Buyer and Sellers shall (i) determine whether any filings are required to be made or consents required to be obtained in any jurisdiction prior to the Closing Date in connection with the consummation of the transactions contemplated hereby and make any such filings promptly and seek to obtain timely any such consents and (ii) use their best efforts to cause to be lifted any injunction prohibiting the transactions contemplated hereby. (b) Subject to the terms and conditions of herein provided, and unless this AgreementAgreement shall have been validly terminated as provided herein, each of Buyer and the parties Sellers shall use its all commercially reasonable efforts to (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party (or any subsidiaries or affiliates of such party) with respect to this Agreement and to consummate the transactions contemplated hereby and (ii) to obtain (and to cooperate with one another in determining which filings are required the other party to be made by each party prior to the Closing withobtain) any Consent, and which consentsauthorization, approvals, permitsorder or approval of, or authorizations are any exemption by, any Governmental Entity and/or any other public or private Person which is required to be obtained or made by each such party prior or any of its Subsidiaries or Affiliates in connection with this Agreement and the transactions contemplated hereby. Each of Buyer and the Sellers will promptly cooperate with and furnish information to the Closing fromother in connection with any such burden suffered by, Governmental Authorities or other Persons requirement imposed upon, either of them or any of their Subsidiaries or Affiliates in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) assist the other parties in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations, and waivers required to be made and obtained by the other parties. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other parties with drafts of such application or filing (excluding any confidential information included therein) and afford the other parties a reasonable opportunity to comment on such drafts. Each of the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental Authority. Each party shall bear its own costs, fees, and expenses payable to any Governmental Authority in connection with any required notification or filing made or given to any Governmental Authority in connection with the Transactionsforegoing. (b) Without limiting the foregoing, each of the parties shall use their commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent, or delay the consummation of the Transactions.

Filings and Consents. (a) Subject To the extent applicable, the Company and the Purchasers shall make all filings required under the HSR Act relating to the terms transactions contemplated by this Agreement (and conditions of this Agreement, each of the parties shall use its their best efforts to cause their parent companies to make any such required filings) and shall each use their best efforts to cause any such required filings to be made as promptly as practicable after the date hereof. If a filing is required under the HSR Act, the Company and the Purchasers will each use commercially reasonable efforts to promptly furnish (iand to cause their parent companies, as applicable, to promptly furnish) cooperate with one another any information that may be required by the Federal Trade Commission (the "FTC") or the Department of Justice (the "DOJ") under the HSR Act in determining which filings are required to be made by each party prior to order for the Closing withrequisite approvals for the purchase and sale of the Shares at the Second Closing, and which consents, approvals, permits, or authorizations are required to be obtained by each party prior to the Closing from, Governmental Authorities or other Persons in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) assist related transactions contemplated by this Agreement, to be obtained or any applicable waiting periods to be terminated or expire; provided, however, that in the event the FTC or the DOJ issues a "second request" in connection with any such filing, the parties will consult with each other parties in timely making good faith regarding appropriate further action, which shall be taken only to the extent agreed by the parties. Each party hereto will cooperate with each other with respect to obtaining, as promptly as practicable, all such filings and timely seeking all such necessary consents, approvals, permits, authorizationsauthorizations and agreements of, and waivers required to be made the giving of all notices and obtained by the making of all other parties. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other parties with drafts of such application or filing (excluding any confidential information included therein) and afford the other parties a reasonable opportunity to comment on such drafts. Each of the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental Authority. Each party shall bear its own costs, fees, and expenses payable to any Governmental Authority in connection with any required notification or filing made or given to any Governmental Authority in connection with the Transactions. (b) Without limiting the foregoing, each of the parties shall use their commercially reasonable efforts to avoid the entry of, or to have vacated or terminatedfilings with, any Order that would restrainthird parties, preventincluding governmental authorities, necessary to authorize, approve or delay permit the consummation of the Transactionstransactions contemplated by this Agreement." 1.9 Section 8.1 of the Agreement is hereby amended and restated to read in its entirety as follows:

Filings and Consents. Filings. Each party (aother than the Shareholders Representative) shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to any of the Transactions, and to submit promptly any additional information requested by any such Governmental Body. Purchaser and the Company shall respond as promptly as practicable to any inquiries or requests received from any Governmental Body in connection with such filings. Subject to the terms confidentiality provisions of this Agreement, Purchaser and conditions the Company shall promptly supply each other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) this Section 6.1(a). Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the confidentiality provisions of this Agreement, each of party hereto (other than the parties shall use its commercially reasonable efforts to Shareholders Representative) shall: (i) cooperate with one another in determining which each other party with respect to any filings are required to be made by each party prior to the Closing with, and which consents, approvals, permits, or authorizations are required to be obtained by each party prior to the Closing from, Governmental Authorities or other Persons any of them in connection with the execution and delivery of this Agreement and the consummation of the Transactions and Closing; (ii) assist permit the other parties Company and the Purchaser to review (and consider in timely making all such filings good faith the views of the Company and timely seeking all such consents, approvals, permits, authorizations, and waivers required to be made and obtained by the other parties. Prior to making any application to or filing with any Governmental Authority Purchaser in connection with this Agreement, each party shall provide the other parties with drafts of with) any documents before submitting such application or filing (excluding any confidential information included therein) and afford the other parties a reasonable opportunity to comment on such drafts. Each of the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental Authority. Each party shall bear its own costs, fees, and expenses payable documents to any Governmental Authority in connection with any required notification or filing made or given to any Governmental Authority Body in connection with the Transactions. Closing; and (biii) Without limiting promptly provide the foregoingCompany and the Purchaser with copies of all filings, each notices and other documents (and a summary of the parties shall use their commercially reasonable efforts to avoid the entry of, any oral presentations) made or submitted by any party hereto with or to have vacated or terminated, any Order that would restrain, prevent, or delay Governmental Body in connection with the consummation of the TransactionsClosing.

Filings and Consents. (a) Subject Each party shall use their best efforts to file, as soon as practicable after the terms and conditions date of this Agreement, each all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the parties shall use its commercially reasonable efforts to (i) cooperate foregoing, the Company and the Purchaser shall, promptly after the date of this Agreement, prepare and file any notifications required under any applicable laws or regulations in connection with one another in determining the transactions contemplated by this Agreement which filings are required to be made filed by the Company and the Purchaser. The Company and the Purchaser shall respond as promptly as practicable to any inquiries or requests received from the Federal Communications Commission (the “FCC”), any state public utility commission(s) or body having comparable authority (the “State PUC(s)”), or any other Governmental Body. (b) The Purchaser and the Company each party shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 5.1(a). Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the confidentiality provisions of the Confidentiality Agreement, the Purchaser and the Company shall: (i) consult with the other prior to taking a position with respect to any such filing; (ii) permit the Closing other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and which consentsproposals before making or submitting any of the foregoing to any Governmental Body by or on behalf of any party hereto in connection with any Legal Proceeding related solely to this Agreement or the transactions contemplated hereby; (iii) coordinate with the other in preparing and exchanging such information; and (iv) promptly provide the other (and its counsel) with copies of all filings, approvalsnotices, permitsanalyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or authorizations are submitted by such party with or to any Governmental Body related solely to this Agreement or the transactions contemplated hereby. (c) Each of the Purchaser and the Company shall notify the other promptly upon the receipt of: (i) any communication from any official of any Governmental Body in connection with any filing made pursuant to this Agreement; (ii) knowledge of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to any of the transactions contemplated by this Agreement (and shall keep the other party informed as to the status of any such Legal Proceeding or threat); and (iii) any request by any official of any Governmental Body for any amendment or supplement to any filing made pursuant to this Agreement or any information required to comply with any Legal Requirements applicable to any of the transactions contemplated by this Agreement. Whenever any event occurs that is required to be obtained set forth in an amendment or supplement to any filing made pursuant to Section 5.1(a), the Purchaser or the Company, as the case may be, shall (promptly upon learning of the occurrence of such event) inform the other of the occurrence of such event and cooperate in filing with the applicable Governmental Body such amendment or supplement. (d) Subject to Section 5.1(e), the Purchaser and the Company shall use their best efforts to take, or cause to be taken, all actions necessary to make effective the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.1(e), each party prior to the Closing from, Governmental Authorities or other Persons in connection with the execution this Agreement: (i) shall make all filings (if any) and delivery of this Agreement and the consummation of the Transactions and give all notices (iiif any) assist the other parties in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations, and waivers required to be made and obtained given by the other parties. Prior to making any application to or filing with any Governmental Authority such party in connection with the transactions contemplated by this Agreement, ; (ii) shall use their best efforts to obtain each party shall provide the other parties with drafts of such application or filing Consent (excluding any confidential information included thereinif any) and afford the other parties a reasonable opportunity to comment on such drafts. Each of the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental Authority. Each party shall bear its own costs, fees, and expenses payable obtained (pursuant to any Governmental Authority applicable Legal Requirement or Contract, or otherwise) by such party in connection with any required notification of the transactions contemplated by this Agreement; and (iii) shall use their best efforts to lift any restraint, injunction or filing made or given other legal bar to any Governmental Authority in connection with of the Transactionstransactions contemplated by this Agreement. (be) Without limiting Notwithstanding anything to the foregoingcontrary contained in this Agreement, each the Purchaser shall not have any obligation under this Agreement: (i) to divest or agree to divest (or cause any of its Subsidiaries or any of the parties shall use their commercially reasonable efforts Acquired Companies to avoid the entry ofdivest or agree to divest) any of its respective businesses, product lines or assets, or to have vacated take or terminated, agree to take (or cause any Order that would restrain, prevent, of its Subsidiaries or delay the consummation any of the TransactionsAcquired Companies to take or agree to take) any other action or agree (or cause any of its Subsidiaries or any of the Acquired Companies to agree) to any limitation or restriction on any of its respective businesses, product lines or assets; or (ii) to contest any Legal Proceeding relating to any of the transactions contemplated by this Agreement.

Filings and Consents. (a) Subject to 8.3.1. As promptly as practicable after the terms and conditions execution of this Agreement, each of the parties shall use its commercially reasonable efforts party to (i) cooperate with one another in determining which filings are required to be made by each party prior to the Closing with, and which consents, approvals, permits, or authorizations are required to be obtained by each party prior to the Closing from, Governmental Authorities or other Persons in connection with the execution and delivery of this Agreement (a) shall make all filings (if any) and the consummation of the Transactions and give all notices (iiif any) assist the other parties in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations, and waivers required to be made and given by such party in connection with the transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with or to give full effect to transactions contemplated by this Agreement; provided, however, that (i) Seller shall be responsible for making all filings with and obtaining all such consents from Governmental Entities pursuant to Legal Requirements applicable to Seller or its businesses or properties, and for obtaining all such consents (if any) required to be obtained from parties to Contracts by which Seller or its respective properties are bound, (ii) Buyer shall be responsible for making all filings with and obtaining all such consents from Governmental Entities pursuant to Legal Requirements applicable to Buyer or its business or properties; and (iii) Buyer shall be obligated only to provide Seller with such assistance and information as is reasonably required from Buyer to make such filings or to obtain such consents; provided further, that Buyer shall not be obligated to consent to any divestitures or operational limitations or activities in connection therewith. 8.3.2. Each party to this Agreement shall promptly deliver to the other party a copy of each such filing made, each such notice given and each such Consent obtained by such party during the Pre-Closing Period. Each party shall promptly provide the other party with copies of all filings made by the other parties. Prior to making any application to or filing party with any state, federal or foreign Governmental Authority Entity in connection with this Agreement, each party shall provide Agreement and the other parties with drafts of such application or filing (excluding any confidential information included therein) and afford the other parties a reasonable opportunity to comment on such drafts. Each of the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental Authority. Each party shall bear its own costs, fees, and expenses payable to any Governmental Authority in connection with any required notification or filing made or given to any Governmental Authority in connection with the Transactionstransactions contemplated hereby. (b) Without limiting the foregoing, each of the parties shall use their commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent, or delay the consummation of the Transactions.

Filings and Consents. (a) Each party shall use commercially reasonable efforts to file, as soon as practicable after the date hereof, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. (b) Subject to the terms confidentiality provisions of the Confidentiality Agreement, the Purchaser, the Company and conditions of the Selling Holders each shall promptly supply the others with any information which may be required by such other party in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 5.14(a) (c) Subject to Section 5.14(d), each party to this Agreement, each of the parties shall use its commercially reasonable efforts to : (i) cooperate with one another in determining which shall make all filings are required to be made by each party prior to the Closing with, (if any) and which consents, approvals, permits, or authorizations are required to be obtained by each party prior to the Closing from, Governmental Authorities or other Persons in connection with the execution and delivery of this Agreement and the consummation of the Transactions and give all notices (iiif any) assist the other parties in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations, and waivers required to be made and obtained given by the other parties. Prior to making any application to or filing with any Governmental Authority such party in connection with the transactions contemplated by this Agreement, ; (ii) shall use commercially reasonable efforts to obtain each party shall provide the other parties with drafts of such application or filing Consent (excluding any confidential information included thereinif any) and afford the other parties a reasonable opportunity to comment on such drafts. Each of the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental Authority. Each party shall bear its own costs, fees, and expenses payable obtained (pursuant to any Governmental Authority applicable Legal Requirement or Contract, or otherwise) by such party in connection with any required notification or filing made or given to any Governmental Authority in connection with the Transactions. (b) Without limiting the foregoing, each of the parties transactions contemplated by this Agreement; and (iii) shall use their commercially reasonable efforts to avoid the entry oflift any restraint, injunction or other legal bar to have vacated or terminated, any Order that would restrain, prevent, or delay the consummation of the Transactionstransactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary contained in Section 5.14(c) or elsewhere in this Agreement, Purchaser shall not have any obligation under this Agreement to contest any Legal Proceeding relating to any of the transactions contemplated by this Agreement.

Filings and Consents. (a) Subject to As promptly as practicable after the terms and conditions execution of this Agreement, each of the parties shall use its commercially reasonable efforts party to (i) cooperate with one another in determining which filings are required to be made by each party prior to the Closing with, and which consents, approvals, permits, or authorizations are required to be obtained by each party prior to the Closing from, Governmental Authorities or other Persons in connection with the execution and delivery of this Agreement (a) shall make all filings (if any) and the consummation of the Transactions and give all notices (iiif any) assist the other parties in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations, and waivers required to be made and obtained given by the other parties. Prior to making any application to or filing with any Governmental Authority such party in connection with the transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with or to give full effect to transactions contemplated by this Agreement; provided, however, that (i) the Company shall be responsible for making all filings with and obtaining all such Consents from Governmental Bodies pursuant to Legal Requirements applicable to the Company or its businesses or properties, and for obtaining all such Consents (if any) required to be obtained from parties to Contracts by which the Company or its properties are bound, (ii) Parent shall be responsible for making all filings with and obtaining all such Consents from Governmental Bodies pursuant to Legal Requirements applicable to the Parent, Purchaser or Merger Sub or their respective business or properties; and (iii) each party shall provide the other parties others with drafts of such application assistance and information as is reasonably required to make such filings or filing (excluding to obtain such Consents; provided further, that Parent and Purchaser shall not be obligated to consent to any confidential information included therein) and afford divestitures or operational limitations or activities in connection therewith. Each party to this Agreement shall promptly deliver to the other parties a reasonable opportunity to comment on copy of each such drafts. Each of filing made, each such notice given and each such Consent obtained by such party during the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental AuthorityPre-Closing Period. Each party shall bear its own costspromptly provide the other parties with copies of all filings made by the other party with any state, fees, and expenses payable to any federal or foreign Governmental Authority Body in connection with any required notification or filing made or given to any Governmental Authority in connection with this Agreement and the Transactionstransactions contemplated hereby. (b) Without limiting the foregoing, each of the parties shall use their commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent, or delay the consummation of the Transactions.

Filings and Consents. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use its commercially reasonable efforts to (i) cooperate with one another in determining which filings are required to be made by each party prior to the Closing Effective Time with, and which consents, approvals, permits, permits or authorizations are required to be obtained by each party prior to the Closing Effective Time from, Governmental Authorities or other Persons third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) shall use its commercially reasonable efforts to assist the other parties hereto in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations, authorizations and waivers required to be made and obtained by the other partiesparty. Without limiting the foregoing, each of the parties hereto shall (and shall use its commercially reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act or any foreign merger control or competition laws and regulations, if applicable; it being agreed that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Authority as a pre-condition to the approval of the Transactions by any such Governmental Authority. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other parties party with drafts of such application or filing thereof (excluding any confidential information included therein) and afford the other parties party a reasonable opportunity to comment on such drafts. Each of the parties Company and Parent shall promptly furnish all information bear one half of the fees of any required filing to be included in any such application or filing made with any Governmental Authority. Each party shall bear its own costs, fees, and expenses payable to any Governmental Authority in connection with any required notification or filing made or given to any Governmental Authority Authorities in connection with the Transactions. (b) Without limiting the foregoing, each of the parties shall use their commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent, or delay the consummation of the Transactions.

Filings and Consents. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto (i) shall use its all commercially reasonable efforts to (i) cooperate with one another in determining which filings are required to be made by each party prior to the Closing Effective Time with, and which consents, approvals, permits, permits or authorizations are required to be obtained by each party prior to the Closing Effective Time from, Governmental Authorities or other Persons third parties in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) shall use all commercially reasonable efforts to assist the other parties party in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations, authorizations and waivers required to be made and obtained by the other partiesparty. Without limiting the foregoing, each of the parties hereto shall (and shall use all commercially reasonable efforts to cause their affiliates, directors, officers, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide assistance to each other in seeking early termination of any waiting period under the HSR Act, if applicable. Prior to making any application to or filing with any Governmental Authority Entity in connection with this Agreement, each party shall provide the other parties party with drafts of such application or filing thereof (excluding any confidential information included therein) and afford the other parties party a reasonable opportunity to comment on such drafts. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Section 5.03, the proper officers and directors of the Surviving Corporation shall take all such necessary action. Each of the parties Company and Parent shall promptly furnish all information bear one half of the cost of any required filing to be included in any such application or filing made with any Governmental Authority. Each party shall bear its own costs, fees, and expenses payable to any Governmental Authority in connection with any required notification or filing made or given to any Governmental Authority Authorities in connection with the Transactions. (b) Without limiting the foregoing, each of the parties shall use their commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent, or delay the consummation of the Transactions.