Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, and Merger Sub shall: (a) use their reasonable best efforts to cooperate with one another in (i) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek all required consents, approvals, permits, authorizations and waivers; and (b) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable time. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, and Merger Sub Purchaser shall: (a) use their reasonable best efforts to cooperate with one another in (i) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek all required consents, approvals, permits, authorizations and waivers; and (b) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable timeAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, Parent and Merger Sub shall: (a) make promptly their respective filings, and any other submissions, under the HSR Act with respect to the Merger and the other transactions contemplated hereby, (b) use their reasonable best efforts to cooperate with one another in (i) determining which other filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek all required such consents, approvals, permits, authorizations and waivers; , and (bc) use their reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at Agreement; provided, however, that such reasonable best efforts shall not include (i) the earliest practicable timesale or divestiture of any assets of Parent (or its affiliates) or (ii) the licensing of any Intellectual Property of Parent or its affiliates or Intellectual Property to be acquired under this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser and Parent or the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, Transcell and Merger Sub shall: (a) use their reasonable best efforts to Intercardia shall cooperate and consult with one another in (i) determining which filings other than under the Exchange Act and under the HSR Regulatory Filings are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits permits, authorizations or authorizations waivers (collectively, "Consents") are required or to be obtained prior to the Effective Time from, Governmental Entities from governmental entities or other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby hereby; (ii) preparing all Regulatory Filings and thereby all other filings, submissions and presentations required or prudent to obtain all Consents, including by providing to the other party drafts of such material reasonably in advance of the anticipated filing or submission dates; and (iiiii) timely making all filings under the Exchange Act such Regulatory Filings and under the HSR and timely seeking all such other filings and timely seek all required consents, approvals, permits, authorizations and waiversConsents; and (b) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable timeAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, Parent and Merger Sub shall: (a) make promptly their respective filings, and any other submissions, under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and (b) use their reasonable best efforts to cooperate with one another in (i) determining which other filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek all required such consents, approvals, permits, authorizations and waivers; and (b) use their reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at Agreement; provided, however, that such reasonable best efforts shall not include (i) the earliest practicable timesale or divestiture of any assets of Parent (or its affiliates) or (ii) the licensing of any Intellectual Property of Parent, or its affiliates or Intellectual Property to be acquired under this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser and Parent or the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, and Merger Sub Purchaser shall: (a) use their reasonable best efforts to cooperate with one another in (i) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek all required consents, approvals, permits, authorizations and waivers; and (b) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable timeAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser Parent and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, STH and Merger Sub PMCT shall: (a) use their all reasonable best efforts to cooperate with one another in (i) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time fromfrom governmental or regulatory authorities of the United States, Governmental Entities or other the several states, third parties party secured and unsecured lenders and rating agencies in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations and waiverspermits or authorizations; and (b) use their all reasonable best efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to STH and PMCT necessary to effectuate the Merger; and (c) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable timeAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors or trust managers of Parent, Purchaser PMCT and the Surviving Corporation STH shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, and Merger Offer Sub shall: (a) use their reasonable best efforts to cooperate with one another in (i) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time fromexpiration of the Offer, from Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek all required consents, approvals, permits, authorizations and waivers; and (b) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable time. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, Parent and Merger Sub shall: (ai) use their reasonable best efforts to cooperate with one another in in: (iA) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities Authorities (including all filings and submissions under the HSR Act) or other third parties in connection with the execution and delivery of this Agreement and any other agreements and documents contemplated by the Agreement ("the Ancillary Documents Documents") and the consummation of the transactions contemplated hereby and thereby and (iiB) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations and waivers; and (bii) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at Agreement; provided, however, that in no event shall Parent or any of its subsidiaries be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any material assets (tangible or intangible) or any material business interests in connection with or as a condition to receiving the earliest practicable timeconsent or approval of any Governmental Authority (including, without limitation, under the HSR Act). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser Parent and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the CompanyMegan, Parent, Purchaser, AVANT and Merger Acquisition Sub shall: (a) shall use their reasonable best efforts to cooperate with one another in (ia) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities governmental or other regulatory authorities of the United States, the several states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and any other the Ancillary Documents Agreements and the consummation of the transactions contemplated hereby and thereby and Merger; (iib) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permitspermits or authorizations; (c) obtaining in writing any consents required from third parties to effectuate the Merger in form and substance reasonably satisfactory to each of Megan, authorizations AVANT and waiversAcquisition Sub; and (bd) use their reasonable best efforts to taketaking, or cause causing to be taken, all other action and dodoing, or cause causing to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at and the earliest practicable timeAncillary Agreements. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this AgreementAgreement or the Ancillary Agreements, the proper officers and directors of ParentAVANT, Purchaser Acquisition Sub and the Surviving Corporation Megan shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions --------------------- herein provided, the Company, Parent, Purchaser, and Merger Sub shallparties will: (a) promptly make their respective filings and thereafter make any other required submissions under the HSR Act; (b) use their all reasonable best efforts to cooperate with one another in (i) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations and waiverspermits or authorizations; and (bc) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable timeAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser and the Surviving Corporation shall parties will take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, Company and Merger Sub Parent shall: (ai) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (ii) use their all reasonable best efforts to cooperate with one another in (iA) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities governmental or regulatory authorities of the United States, the several states, and other third parties jurisdictions in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (iiB) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations and waiverspermits or authorizations; and (biii) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable timeAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this 9 13 Agreement, the proper officers and directors of Parent, Purchaser Parent and the Surviving Corporation Company shall use best efforts to take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the CompanyAccess Wireless, Parent, Purchaser, Alaris and Merger Sub Saratoga shall: (ai) promptly make their respective filings and thereafter make any other required submissions under the HSR act with respect to the Effective Time if required; (ii) use their all reasonable best efforts to cooperate with one another in (ia) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities governmental or regulatory authorities of the United States, the several states, and other third parties jurisdictions in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (iib) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations and waiverspermits or authorizations; and (biii) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable timeAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of ParentSaratoga, Purchaser Alaris and the Surviving Corporation Access Wireless shall use best efforts to take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, Entrade and Merger Sub PAR shall: (a) use their all reasonable best efforts to cooperate with one another in (i) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby described herein and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permitspermits or authorizations, authorizations including but not limited to all filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and waiversthe expiration of any applicable waiting period(s) thereunder; and (b) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by described in this Agreement at the earliest practicable timeAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of ParentPAR, Purchaser Old PAR and the Surviving Corporation Entrade shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Companyparties hereto shall (a) within ten business days hereof, Parent, Purchasermake their respective filings and use their reasonable best efforts to cause any required third party filings to be made, and Merger Sub shall: thereafter make any other required submissions, under the HSR Act; (ab) use their reasonable best efforts to cooperate with one another each other in (i) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties Authorities in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations and waiverspermits or authorizations; and (bc) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at and satisfy the earliest practicable timeconditions to the transactions contemplated hereby. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose purposes of this Agreement, subject to the proper remaining provisions hereof, the officers and directors of Parent, Purchaser and the Surviving Corporation parties shall promptly take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, Parent and Merger Sub shall: (ai) use their reasonable best efforts to cooperate with one another in in: (iA) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities Authorities (including all filings and submissions under the HSR Act) or other third parties in connection with the execution and delivery of this Agreement and any other agreements and documents contemplated by the Agreement (“the Ancillary Documents Documents”) and the consummation of the transactions contemplated hereby and thereby and (iiB) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations and waivers; and (bii) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at Agreement; provided, however, that in no event shall Parent or any of its subsidiaries be required to agree or commit to divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any material assets (tangible or intangible) or any material business interests in connection with or as a condition to receiving the earliest practicable timeconsent or approval of any Governmental Authority (including, without limitation, under the HSR Act). If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser Parent and the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, Agents and Merger Sub Saratoga shall: (ai) promptly make their respective filings and thereafter make any other required submissions to the SEC with respect to the Merger if required; (ii) use their all reasonable best efforts to cooperate with one another in (ia) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities governmental or regulatory authorities of the United States, the several states, and other third parties jurisdictions in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (iib) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations and waiverspermits or authorizations; and (biii) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable timeAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser Saratoga and the Surviving Corporation Agents shall use best efforts to take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, Price REIT and Merger Sub Kimco shall: (a) to the extent required, promptly make their respective filings with respect to the Merger; (b) use their all reasonable best efforts to cooperate with one another in (i) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities governmental or other third parties regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations permits or authorizations; (c) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to Price REIT and waiversKimco necessary to effectuate the Merger; and (bd) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable timeAgreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser Kimco and the Surviving Corporation Price REIT shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions ------------------------------------- herein provided, the Company, Parent, Purchaser, Parent and Merger Sub shall: (a) make promptly their respective filings, and any other submissions, under the HSR Act with respect to the Merger and the other transactions contemplated hereby, (b) use their reasonable best efforts to cooperate with one another in (i) determining which other filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek all required such consents, approvals, permits, authorizations and waivers; , and (bc) use their reasonable best efforts to take, or cause to be taken, all other action actions and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at Agreement; provided, however, that such reasonable best efforts shall not include (i) the earliest practicable timesale or divestiture of any assets of Parent (or its affiliates) or (ii) the licensing of any Intellectual Property of Parent or its affiliates or Intellectual Property to be acquired under this Agreement. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser and Parent or the Surviving Corporation shall take all such necessary action.

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, and Merger Sub shall: parties shall (a) within seven business days hereof make their respective filings and thereafter make any other required submissions under the HSR Act and the Communications Law; (b) use their reasonable best efforts to cooperate with one another each other in (i) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or other third parties Authorities in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations and waiverspermits or authorizations; and (bc) use their reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at and satisfy the earliest practicable time. Ifconditions to the transactions contemplated hereby; PROVIDED, at any time after HOWEVER, that nothing in this Section 6.8 shall require the Effective TimeAcquiror or Sub, any further action is necessary or desirable require the Acquiror or Sub to carry out the purpose of this Agreement, the proper officers and directors of Parent, Purchaser and cause the Surviving Corporation shall take all such necessary action.Corporation, to divest or hold separate any Station or Stations, or asset or groups of assets, or enter into new

Filings; Other Action. Subject to the terms and conditions herein provided, the Company, Parent, Purchaser, Corporation and Merger Sub shall: Acquiror shall (ai) promptly make their respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger; (ii) use their all reasonable best efforts to cooperate with one another in (ia) determining which filings other than under the Exchange Act and under the HSR are required to be made prior to the expiration of the Offer or the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities governmental or other third parties regulatory authorities of the United States, the several States and foreign jurisdictions in connection with the execution and delivery of this Agreement and any other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (iib) timely making all filings under the Exchange Act and under the HSR and all such other filings and timely seek seeking all required such consents, approvals, permits, authorizations and waiverspermits or authorizations; and (biii) use their all reasonable best efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things things, necessary, proper or appropriate to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable timeAgreement. If, In case at any time after the Effective Time, Time any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and and/or directors of Parent, Purchaser Acquiror and the Surviving Corporation Merger Sub shall take all such necessary action.