Common use of Filings; Cooperation Clause in Contracts

Filings; Cooperation. Subject to Applicable Law, each Party shall use reasonable best efforts to keep the other Party apprised of the status of any Governmental Approvals relating to the completion of the transactions contemplated by this Agreement or the other Transaction Documents or for MUMSS or MSMS to conduct its business as contemplated in this Agreement, the Shareholders Agreements or the other Transaction Documents and each Party shall coordinate and cooperate prior to the Closing with the other Party in exchanging such information and supplying such assistance as may be reasonably requested by the other Party in connection with any of the actions contemplated by this Section 3.4(c), including: (i) cooperating with the other Party in connection with any filings or reports required to be made under the Banking Law, the Financial Instruments and Exchange Law, the Bank Holding Company Act, the Japan Anti Monopoly Act, or other antitrust, competition, trade, or securities regulations, or other Applicable Law, including, with respect to the Party making a filing, taking into account any reasonable objections of the other Party with respect to making such a filing and, where desirable, providing a draft of a proposed filing, communication or application and inviting representatives of the other Party to participate in communications with the relevant Governmental Authority; (ii) furnishing to the other Party (or, if the Party reasonably believes that such information is commercially sensitive, the advisers to the other Party on the basis that such information will not be provided to the other Party) all information required for any such application or filing with a Governmental Authority; (iii) promptly notifying the other Party of, and furnishing the other Party with copies of, any material written communications from or with any Governmental Authority with respect to the transactions contemplated hereby; and (iv) regularly reviewing with the other Party the progress of any notifications or filings (including, where necessary, seeking to identify appropriate means to address any regulatory or antitrust concerns identified by any Governmental Authority) and discussing with the other Party tactics for obtaining clearance from the Governmental Authority at the earliest reasonable opportunity.

Filings; Cooperation. (a) Subject to Applicable Lawthe terms and conditions of this Agreement, each Party of DISH and EchoStar shall cooperate with the other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to: (i) take, or cause to keep be taken, all actions, and do, or cause to be done, all things, necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the End Date) and to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other Party apprised of documents (including any required or recommended filings under applicable Antitrust Laws and under applicable Satellite and Communications Laws) that are or may become necessary, proper or advisable in connection with the status of any Governmental Approvals relating to the completion consummation of the transactions contemplated by this Agreement Agreement; (ii) obtain as promptly as reasonably practicable (and in any event no later than the End Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party that are or may become necessary, proper or advisable to consummate the other Transaction Documents transactions contemplated by this Agreement; and (iii) obtain all necessary consents, approvals or for MUMSS or MSMS to conduct its business as contemplated in waivers from third parties. For purposes of this Agreement, “Antitrust Laws” shall mean the Shareholders Agreements S▇▇▇▇▇▇ Act, as amended, the C▇▇▇▇▇▇ Act, as amended, the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, the Federal Trade Commission Act, as amended, and all other applicable Legal Requirements issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, together with any foreign investment laws or other similar Legal Requirements. (b) Each party shall use their respective reasonable best 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 Entity with respect to the Merger and the other Transaction Documents transactions contemplated by this Agreement, and to submit as promptly as reasonably practicable any additional information requested by any such Governmental Entity. Without limiting the generality of the foregoing, each Party shall coordinate of DISH and cooperate prior to the Closing EchoStar shall, in consultation and cooperation with the other Party as promptly as practicable after the date of this Agreement, but in exchanging no event later than as required by applicable Legal Requirements, prepare and file, or pre-file with regard to any Governmental Entity that requires such pre-filing prior to any formal filing of, all notifications required under any Legal Requirement with respect to any Antitrust Laws or Satellite and Communications Laws. DISH and EchoStar shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests for additional information or documentary material received from any state attorney general, antitrust authority or other Governmental Entity in connection with antitrust, FCC, state- or foreign-licensing or related matters. (c) Subject to the confidentiality provisions of the Confidentiality Agreement, DISH and supplying such assistance as EchoStar each shall promptly supply the other with any information that may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 4.7(a). Each of DISH and EchoStar, as it deems advisable and necessary, may reasonably requested by designate competitively sensitive material provided to the other Party as “outside counsel only” or with similar restrictions. Each of DISH and EchoStar may also reasonably redact the material as necessary to (i) remove personally sensitive information or information concerning the valuation of such party or any of its Subsidiaries, (ii) comply with other contractual arrangements or applicable Legal Requirements or (iii) prevent the loss of protection under the attorney-client privilege or the attorney work product doctrine. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties. Except where prohibited by applicable Legal Requirements or any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement, each of DISH and EchoStar shall: (i) consult with the other in good faith prior to taking a position with respect to any filing required by Section 4.7(a); (ii) permit the other to review and discuss reasonably in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, letters, responses to requests, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party in connection with any of such filing or any Legal Proceeding in connection with this Agreement or the actions transactions contemplated by this Section 3.4(c), including: hereby; (iiii) cooperating coordinate with the other Party in preparing and exchanging such information; (iv) promptly provide the other party’s counsel with copies of all filings, notices, analyses, presentations, memoranda, letters, responses to requests, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Entity in connection with any filings filing required by Section 4.7(a) in connection with this Agreement or reports required the transactions contemplated hereby; and (v) consult with the other party reasonably in advance of any meeting or teleconference with any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and, to be made under the Banking Lawextent not prohibited by the Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and teleconferences. Without limiting the foregoing, in the event of a disagreement between the parties, the Financial Instruments parties agree that it is DISH’s right to devise the strategy for obtaining clearances, approvals and Exchange Lawwaiting-period expirations under Antitrust Laws and Satellite and Communications Laws, including any filings, notifications, submissions and communications with or to any Governmental Entity in connection therewith; provided that DISH shall consider in good faith any comments of EchoStar relating thereto. (d) Each of DISH and EchoStar shall (through its counsel) notify the Bank Holding Company Actother promptly upon the receipt of, and, if in writing, shall promptly provide the Japan Anti Monopoly Actother party (through its counsel) with copies of: (i) any material communication from any official of any Governmental Entity in connection with the Merger or any filing made pursuant to this Agreement, or from any other antitrust, competition, trade, Person alleging that the consent of such Person is or securities regulations, or other Applicable Law, including, with respect to the Party making a filing, taking into account any reasonable objections of the other Party with respect to making such a filing and, where desirable, providing a draft of a proposed filing, communication or application and inviting representatives of the other Party to participate may be required in communications connection with the relevant Governmental Authority; Merger; (ii) furnishing to knowledge of the other Party (or, if the Party reasonably believes that such information is commercially sensitive, the advisers to the other Party on the basis that such information will not be provided to the other Party) all information required for commencement or threat of commencement of any such application Legal Proceeding by or filing with a Governmental Authority; (iii) promptly notifying the other Party of, and furnishing the other Party with copies of, any material written communications from or with before any Governmental Authority Entity with respect to the transactions contemplated hereby; and by this Agreement (iv) regularly reviewing with and shall keep the other Party party informed as to the progress status of any notifications such Legal Proceeding or filings threat); and (including, where necessary, seeking iii) any request by any official of any Governmental Entity for any amendment or supplement to identify appropriate means any filing made pursuant to address this Agreement or for any regulatory or antitrust concerns identified information requested by any Governmental AuthorityEntity in connection with their review or consideration of any filings related to this Agreement. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 4.7(a) DISH or EchoStar, 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 discussing cooperate in filing with the other Party tactics for applicable Governmental Entity such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of DISH, neither EchoStar nor any of EchoStar’s Subsidiaries or Affiliates will grant or offer to grant any accommodation or concession (financial or otherwise), or make any payment, to any third party in connection with seeking or obtaining clearance from its consent to the Governmental Authority at the earliest reasonable opportunitytransactions contemplated by this Agreement.

Filings; Cooperation. (a) Subject to Applicable Lawthe terms and conditions of this Agreement, each Party of Parent and the Company shall cooperate with the other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to: (i) take, or cause to keep be taken, all actions, and do, or cause to be done, all things, necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the End Date) and to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other Party apprised of documents (including any required or recommended filings under applicable Antitrust Laws and under applicable Satellite and Communications Laws) that are or may become necessary, proper or advisable in connection with the status of any Governmental Approvals relating to the completion consummation of the transactions contemplated by this Agreement Agreement; (ii) obtain as promptly as reasonably practicable (and in any event no later than the End Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or third party that are or may become necessary, proper or advisable to consummate the other Transaction Documents transactions contemplated by this Agreement; and (iii) obtain all necessary consents, approvals or for MUMSS or MSMS to conduct its business as contemplated in waivers from third parties. For purposes of this Agreement, “Antitrust Laws” shall mean the Shareholders Agreements S▇▇▇▇▇▇ Act, as amended, the C▇▇▇▇▇▇ Act, as amended, the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, the Federal Trade Commission Act, as amended, and all other applicable Legal Requirements issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, together with any foreign investment laws or other similar Legal Requirements. (b) Each party shall use their respective reasonable best 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 Entity with respect to the Merger and the other Transaction Documents transactions contemplated by this Agreement, and to submit as promptly as reasonably practicable any additional information requested by any such Governmental Entity. Without limiting the generality of the foregoing, each Party shall coordinate of Parent and cooperate prior to the Closing Company shall, in consultation and cooperation with the other Party as promptly as practicable after the date of this Agreement, but in exchanging no event later than as required by applicable Legal Requirements, prepare and file, or pre-file with regard to any Governmental Entity that requires such pre-filing prior to any formal filing of, all notifications required under any Legal Requirement with respect to any Antitrust Laws or Satellite and Communications Laws. Parent and the Company shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests for additional information or documentary material received from any state attorney general, antitrust authority or other Governmental Entity in connection with antitrust, FCC, state- or foreign-licensing or related matters. (c) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and supplying such assistance as the Company each shall promptly supply the other with any information that may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 4.7(a). Each of Parent and the Company, as it deems advisable and necessary, may reasonably requested by designate competitively sensitive material provided to the other Party as “outside counsel only” or with similar restrictions. Each of Parent and the Company may also reasonably redact the material as necessary to (i) remove personally sensitive information or information concerning the valuation of such party or any of its Subsidiaries, (ii) comply with other contractual arrangements or applicable Legal Requirements or (iii) prevent the loss of protection under the attorney-client privilege or the attorney work product doctrine. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties. Except where prohibited by applicable Legal Requirements or any Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement, each of Parent and the Company shall: (i) consult with the other in good faith prior to taking a position with respect to any filing required by Section 4.7(a); (ii) permit the other to review and discuss reasonably in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, letters, responses to requests, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party in connection with any of such filing or any Legal Proceeding in connection with this Agreement or the actions transactions contemplated by this Section 3.4(c), including: hereby; (iiii) cooperating coordinate with the other Party in preparing and exchanging such information; (iv) promptly provide the other party’s counsel with copies of all filings, notices, analyses, presentations, memoranda, letters, responses to requests, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such party with or to any Governmental Entity in connection with any filings filing required by Section 4.7(a) in connection with this Agreement or reports required the transactions contemplated hereby; and (v) consult with the other party reasonably in advance of any meeting or teleconference with any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and, to be made under the Banking Lawextent not prohibited by the Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and teleconferences. Without limiting the foregoing, in the event of a disagreement between the parties, the Financial Instruments parties agree that it is P▇▇▇▇▇’s right to devise the strategy for obtaining clearances, approvals and Exchange Lawwaiting-period expirations under Antitrust Laws and Satellite and Communications Laws, including any filings, notifications, submissions and communications with or to any Governmental Entity in connection therewith; provided that Parent shall consider in good faith any comments of the Bank Holding Company Actrelating thereto. (d) Each of Parent and the Company shall (through its counsel) notify the other promptly upon the receipt of, and, if in writing, shall promptly provide the Japan Anti Monopoly Actother party (through its counsel) with copies of: (i) any material communication from any official of any Governmental Entity in connection with the Merger or any filing made pursuant to this Agreement, or from any other antitrust, competition, trade, Person alleging that the consent of such Person is or securities regulations, or other Applicable Law, including, with respect to the Party making a filing, taking into account any reasonable objections of the other Party with respect to making such a filing and, where desirable, providing a draft of a proposed filing, communication or application and inviting representatives of the other Party to participate may be required in communications connection with the relevant Governmental Authority; Merger; (ii) furnishing to knowledge of the other Party (or, if the Party reasonably believes that such information is commercially sensitive, the advisers to the other Party on the basis that such information will not be provided to the other Party) all information required for commencement or threat of commencement of any such application Legal Proceeding by or filing with a Governmental Authority; (iii) promptly notifying the other Party of, and furnishing the other Party with copies of, any material written communications from or with before any Governmental Authority Entity with respect to the transactions contemplated hereby; and by this Agreement (iv) regularly reviewing with and shall keep the other Party party informed as to the progress status of any notifications such Legal Proceeding or filings threat); and (including, where necessary, seeking iii) any request by any official of any Governmental Entity for any amendment or supplement to identify appropriate means any filing made pursuant to address this Agreement or for any regulatory or antitrust concerns identified information requested by any Governmental AuthorityEntity in connection with their review or consideration of any filings related to this Agreement. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 4.7(a) Parent 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 discussing cooperate in filing with the other Party tactics for applicable Governmental Entity such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of Parent, neither the Company nor any of the Company Subsidiaries or Affiliates will grant or offer to grant any accommodation or concession (financial or otherwise), or make any payment, to any third party in connection with seeking or obtaining clearance from its consent to the Governmental Authority at the earliest reasonable opportunitytransactions contemplated by this Agreement.