Common use of Filings; Other Action Clause in Contracts

Filings; Other Action. (a) Subject to the terms and conditions herein provided, (i) each Seller and Buyer shall promptly make its filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; (ii) each Seller and Buyer shall use all reasonable efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Closing Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (B) timely making all such filings required on its part and timely seeking all such consents, approvals, permits or authorizations; and (iii) each Seller and Buyer shall 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. If, at any time after the Closing Time, any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement and the transactions contemplated hereby, each Seller shall make reasonable efforts to take all such actions. (b) Subject to the terms and conditions herein provided, each Seller shall use all reasonable efforts to cause the Company and its subsidiaries to cooperate with the parties hereto with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company and its subsidiaries to cooperate with the parties hereto in connection with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable to each of them, respectively, to be met as promptly as practicable.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, Kranzco, CV and Kramont shall: (ia) each Seller and Buyer shall promptly make its filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; (ii) each Seller and Buyer shall use all reasonable best efforts to cooperate with one another in (Ai) determining which filings filings, declarations, registrations and notifications are required to be made prior to the Closing Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and (Bii) timely making all such filings required on its part filings, declarations, registrations and notifications and timely seeking all such consents, approvals, permits or authorizations; (b) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to Kranzco, CV and Kramont necessary to effectuate the Conversion Transactions; and (iiic) each Seller and Buyer shall 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. If, at any time after the Closing Effective Time, any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement Agreement, the proper officers and directors or trustees of Kranzco, CV and Kramont shall take all such necessary action. If any "fair price" or "control share acquisition" statute or similar statute or regulation shall become applicable to the transactions contemplated hereby, each Seller shall make reasonable efforts to take all such actions. (b) Subject to the terms Kranzco Entities and conditions herein provided, each Seller the CV Entities shall use all their reasonable best efforts to, and shall use their reasonable best efforts to cause their respective Boards of Trustees, Boards of Directors, partners or managers, as the Company case may be, to grant such approvals and its subsidiaries to cooperate take such other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise use their reasonable best efforts to minimize or eliminate the effects of any such statute or regulation on the transactions contemplated hereby. Kranzco and CV shall promptly advise each other of and confer and consult with the parties hereto respect to any communications from Governmental Entities with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company and its subsidiaries to cooperate with the parties hereto in connection with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable to each of them, respectively, to be met as promptly as practicable.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, RMSI and Merkxxx xxxll: (ia) each Seller and Buyer shall promptly make its filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; (ii) each Seller and Buyer shall use all reasonable best efforts to cooperate with one another in (Ai) determining which filings are required to be made prior to the Closing Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Effective Time from, governmental or regulatory authorities of the United States, the several states states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated hereby, by such agreements and (Bii) timely making all such filings required on its part and timely seeking all such consents, approvals, permits or authorizations; and (iiib) each Seller and Buyer shall use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each of RMSI and Merkxxx; xxd (c) use 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, and the other Ancillary Agreements. If, at any time after the Closing Effective Time, any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement or the Ancillary Agreements, the proper officers and the transactions contemplated hereby, each Seller directors of Merkxxx xxx RMSI shall make reasonable efforts to take all such actions. (b) Subject to the terms and conditions herein provided, each Seller necessary action. Merkxxx xxx RMSI shall use cooperate with all reasonable efforts to cause requests of the Company and its subsidiaries to cooperate with the other parties hereto with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company and its subsidiaries to cooperate with the parties hereto their counsel in connection with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable to each of them, respectively, to be met as promptly as practicablehereby.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, Legacy, Enterprises and Merger Sub shall (ia) each Seller and Buyer shall to the extent required, promptly make its their respective filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; Merger, (iib) each Seller and Buyer shall use all reasonable efforts to cooperate with one another in (Ai) determining which filings are required to be made prior to the Closing Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and (Bii) timely making all such filings required on its part and timely seeking all such consents, approvals, permits or authorizations; , (c) use all reasonable efforts to obtain in writing any consents required from third parties in form reasonably satisfactory to Legacy and Enterprises necessary to effectuate the Merger and (iiid) each Seller and Buyer shall 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. If, at any time after the Closing Effective Time, any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement Agreement, the proper officers and directors of Legacy, Enterprises and Merger Sub shall take all such necessary action. If any "fair price" or "control share acquisition" statute or similar statute or regulation shall become applicable to the transactions contemplated hereby, each Seller Legacy, Enterprises and Merger Sub and their respective Boards of Directors shall make use commercially reasonable efforts to grant such approvals and to take all such actions. (b) Subject to other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and conditions herein provided, each Seller shall otherwise use all commercially reasonable efforts to cause minimize or eliminate the Company effects of any such statute or regulation on the transactions contemplated hereby. Enterprises and its subsidiaries Legacy shall promptly advise each other of and confer and consult with respect to cooperate with the parties hereto any communications from governmental agencies with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company and its subsidiaries to cooperate with the parties hereto in connection with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable to each of them, respectively, to be met as promptly as practicable.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, as promptly as practicable, the Company, Parent and Merger Sub shall (i) each Seller and Buyer shall promptly make its all filings and thereafter make any other submissions required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; NASD, NYSE and AMEX, (ii) each Seller and Buyer shall use all reasonable best efforts to cooperate with one another each other in (A) determining which filings are required to be made prior to the Closing Effective Time with, and which material consents, approvals, permits permits, notices or authorizations are required to be obtained prior to the Closing Effective Time from, governmental or regulatory authorities Governmental Entities of the United States, the several states and or the District of Columbia, foreign jurisdictions including the NASD, NYSE and AMEX in connection with the execution and delivery of this Agreement and the related agreements and consummation of the transactions contemplated hereby, hereby and thereby and (B) timely making all such filings required on its part and timely seeking all such consents, approvals, permits permits, notices or authorizations; , and (iii) each Seller and Buyer shall use all 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 necessary or appropriate to consummate and make effective the transactions contemplated by this Agreementhereby as soon as practicable. IfIn addition, at any time after the Company agrees to provide notices and to take such other actions, in each case, subject to the satisfaction of all other conditions to the Closing, necessary to terminate the commitments under, and to permit Parent or Merger Sub to prepay (with proceeds of the Financing) all obligations under, the Company Credit Agreement on the Closing TimeDate, any further action and Parent and Merger Sub agree to pay all obligations under the Company Credit Agreement on the part Closing Date (with proceeds of Sellers is necessary the Financing). In connection with the foregoing, the Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, with copies of material correspondence, filings or reasonably desirable communications (or oral summaries or memoranda setting forth the substance thereof) between such party or any of its Representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to carry out the purpose of this Agreement and the transactions contemplated hereby. Without limiting any of the Company’s obligations contained in this Section 8.5, each Seller Parent and Merger Sub shall make reasonable efforts to take all such actionscoordinate, and assume primary responsibility for managing, any required continuance of membership or other application, notice filing or other required submission with the NASD or any other self-regulatory agency. (b) Subject Notwithstanding anything to the terms and conditions herein providedcontrary contained in this Agreement, each Seller none of Parent or Merger Sub shall use all reasonable efforts be required, in order to cause resolve any objections asserted by any Governmental Authority under the Company and its subsidiaries to cooperate with the parties hereto HSR Act or any other Applicable Laws with respect to the transactions contemplated by this Agreement. Without limiting the generality , to (i) divest any of the foregoingbusinesses, each Seller shall use all reasonable efforts consistent with properties or assets of the Company or any of the Company Subsidiaries, whether to take effect at the Effective Time or otherwise that are material to Parent and the Company; or (ii) agree to any other material limitation or restriction on the business of Parent and the Merger Agreement. Nothing in this Agreement shall be construed as requiring any Person who is an Affiliate of Parent before the Effective Time (other than Merger Sub) to cause the Company and its subsidiaries divest any businesses, property or assets (whether material or immaterial), or to cooperate with the parties hereto in connection with agree to any filings, submissions, consents, approvals, permits, authorizations limitation or other action referred to in Section 5.4(a) restriction on any of their respective businesses (whether material or immaterial). (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable to each of them, respectively, to be met as promptly as practicable.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, the Company and Parent shall (i) each Seller and Buyer shall promptly make its their respective filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; Communications Act, (ii) each Seller and Buyer shall use all reasonable efforts to cooperate with one another in (A) determining which whether any filings are required to be made prior to the Closing Time with, and which or consents, approvalspermits, permits authorizations or authorizations approvals are required to be obtained prior to the Closing Time from, any third party, the United States government or any agencies, departments or instrumentalities thereof or other governmental or regulatory bodies or authorities of the United Statesfederal, the several states state, local and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and thereby and (B) timely making all such filings required on its part and timely seeking all such consents, permits, authorizations or approvals, permits or authorizations; and (iii) each Seller and Buyer shall use all reasonable 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 advisable to consummate and make effective the transactions contemplated by this Agreement. Ifhereby, at any time after the Closing Timeincluding, any without limitation, taking or undertaking all such further action on as may be necessary to resolve such objections, if any, as the part FCC, the Federal Trade Commission, the Antitrust Division of Sellers is necessary the Department of Justice, state antitrust enforcement authorities or reasonably desirable to carry out the purpose competition authorities of this Agreement and the transactions contemplated herebyany other nation or other jurisdiction or any other Person may assert under relevant antitrust, each Seller shall make reasonable efforts to take all such actions. (b) Subject to the terms and conditions herein provided, each Seller shall use all reasonable efforts to cause the Company and its subsidiaries to cooperate with the parties hereto competition or communications laws with respect to the transactions contemplated by this Agreement. hereby, subject to Parent's right to direct such actions and things to be done set forth in Section 5.8(b) below. (b) Without limiting the generality of the foregoingundertakings pursuant to Section 5.8(a): (i) each of Parent and the Company shall provide promptly to the FCC or to Governmental Entities with regulatory jurisdiction over enforcement of any applicable antitrust laws (each, a "Government Antitrust Entity") information and documents requested by the FCC or such Government Antitrust Entity or necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement; (ii) without in any way limiting the provisions of Section 5.8(a)(i) above, each Seller shall use all reasonable efforts consistent with this Agreement to cause of Parent and the Company shall file any Notification and Report Form and related material required under the HSR Act as soon as practicable after the date hereof, and thereafter use its subsidiaries best efforts to cooperate certify as soon as practicable its substantial compliance with any requests for additional information or documentary material that may be made under the HSR Act unless Parent in its reasonable judgment determines that it is reasonable in the circumstances not to comply substantially with any requests for additional information and documentary material under the HSR Act; (iii) Parent shall proffer its willingness to (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, such assets, categories of assets or businesses of the Company or Parent or either's respective Subsidiaries, (B) terminate such existing relationships and contractual rights and obligations of the Company or Parent or either's respective Subsidiaries, (C) amend or terminate such existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements of the Company or Parent or either's respective Subsidiaries, (D) terminate any venture or arrangement and (E) effectuate any change or restructuring of the Company's or Parent's ownership, including, without limitation, the withdrawal or removal of officers or directors or the conversion or repurchase of equity securities of Parent or the Company (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with the parties hereto FCC or the relevant Government Antitrust Entity giving effect thereto) in connection each case with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent respect to the foregoing clauses (A), (B), (C), (D) or (E) (each a "Divestiture Condition"), if such action is likely to be necessary for the purpose of avoiding or preventing any action or inaction by the FCC or any Government Antitrust Entity which would restrain, enjoin or otherwise prevent or materially delay consummation of the transactions contemplated by this Agreement applicable prior to the Termination Date; (iv) Parent shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated hereby, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (iii) of this subsection (b)) necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Termination Date; (v) each of themthe Company and Parent will keep the other informed of any material communication, respectivelyand provide to the other copies of all correspondence, between it (or its advisors) and the FCC or any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 5.8(b); and (vi) each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meeting or conference with, the FCC or any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings and conferences. Notwithstanding any of the foregoing, (i) no failure to obtain termination of the waiting period under the HSR Act or consent of the FCC shall be met as promptly as practicable.deemed to be a breach 34 40

Filings; Other Action. (a) Subject to the terms and conditions herein provided, as promptly as practicable, the Company and the GSCP Funds shall: (i) each Seller and Buyer shall promptly make its all filings and thereafter make any other required submissions under the HSR Act and all filings required by the Exchange Act regulatory authorities of any of the several states, the District of Columbia and the Commonwealth of Puerto Rico, and deliver notices and consents to jurisdiction to Governmental Entities, each as reasonably may be required to be made in connection with respect to this Agreement, the Acquisition and the other transactions contemplated by this Agreement; hereby, (ii) each Seller and Buyer shall use all reasonable efforts to cooperate with one another each other in (A) determining which filings are required to be made prior to the Closing Time with, and which material consents, approvals, permits permits, notices or authorizations are required to be obtained prior to the Closing Time from, governmental or regulatory authorities Governmental Entities of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Acquisition and the other transactions contemplated hereby, hereby and (B) timely making all such filings required on its part and timely seeking all such consents, approvals, permits permits, notices or authorizations; , and (iii) each Seller and Buyer shall 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 necessary or appropriate to consummate the Acquisition and make effective the other transactions contemplated by hereby as soon as practicable. In connection with the foregoing, the Company will, and will cause each Company Subsidiary to, provide GSCP, and the GSCP Funds will provide the Company, with copies of correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to this Agreement. If, at any time after the Closing Time, any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement Acquisition and the other transactions contemplated hereby, each Seller shall make reasonable efforts to take all such actions. (b) Subject to hereby and thereby. Each of the terms GSCP Funds and conditions herein provided, each Seller shall use all reasonable efforts to cause the Company and its subsidiaries to cooperate with the parties hereto acknowledge that certain actions may be necessary with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company foregoing in making notifications and its subsidiaries to cooperate with the parties hereto in connection with any filings, submissionsobtaining clearances, consents, approvals, permits, authorizations waivers or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent similar third party actions which are material to the consummation of the Acquisition and the other transactions contemplated hereby, and each of the GSCP Funds and the Company agree to take such action as is necessary to complete such notifications and obtain such clearances, approvals, waivers or third party actions, provided, however, that nothing in this Section 6.3 or elsewhere in this Agreement shall require any party hereto to incur expenses in connection with the Acquisition and the other transactions contemplated hereby which are not reasonable under the circumstances in relation to the size of the Acquisition and the other transactions contemplated hereby or require the GSCP Funds, the Company or any Company Subsidiary to hold separate, or make any divestiture of, any asset or otherwise agree to any material restriction on their operations in order to obtain any waiver, consent or approval required by this Agreement applicable if, in the case of the Company or any Company Subsidiary, such divestiture or restriction would reasonably be likely to each of them, respectively, to be met as promptly as practicablehave a Company Material Adverse Effect.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, the Company, Parent and Merger Subsidiary shall (i) each Seller and Buyer shall promptly make its filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; (ii) each Seller and Buyer shall use all reasonable efforts to cooperate with one another in (Ax) determining which filings are required to be made prior to the Closing Time withEffective Time, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Effective Time from, from governmental or regulatory authorities of the United States, the several states and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and (By) timely making all such filings required on its part and timely seeking all such consents, approvals, permits or authorizations; , and (iiiii) each Seller and Buyer shall 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. If, at any time after subject to the Closing Time, any further action on proviso to the part first sentence of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement and the transactions contemplated hereby, each Seller shall make reasonable efforts to take all such actionsSection 6.13(b). (b) Subject In furtherance and not in limitation of the foregoing, Parent shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the terms and conditions herein providedtransactions contemplated by this Agreement under any antitrust, each Seller competition or trade regulatory laws, rules or regulations of any domestic or foreign government or governmental authority ("ANTITRUST LAWS"); PROVIDED, HOWEVER, that Parent shall use all reasonable efforts not be required to cause agree to dispose of or hold separate any asset which is material to Parent, on the one hand, or the Company and its subsidiaries to cooperate with Subsidiaries, taken as a whole, on the parties other hand. (c) Any party hereto shall promptly inform the others of any material communication from the Federal Trade Commission, the Department of Justice, or any other domestic or foreign government or governmental authority regarding any of the transactions contemplated by this Agreement. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such government or authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause Parent will advise the Company and its subsidiaries promptly in respect of any understandings, undertakings or agreements (oral or written) which Parent proposes to cooperate make or enter into with the parties hereto Federal Trade Commission, the Department of Justice, or any other domestic or foreign government or governmental authority in connection with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable Agreement. (d) Promptly after the date hereof, Parent, Merger Subsidiary and the Company (as may be required pursuant to each of them, respectively, the HSR Act) will complete all documents required to be met filed with the Federal Trade Commission and the Department of Justice in order to comply with the HSR Act and, not later than 10 business days after the date hereof, together with the Persons who are required to join in such filings, shall file the same with the appropriate Governmental Entities. Parent, Merger Subsidiary and the Company shall promptly furnish all materials thereafter required by any of the Governmental Entities having jurisdiction over such filings, and shall take all reasonable actions and shall file and use all reasonable efforts to have declared effective or approved all documents and notifications with any such Governmental Entities, as promptly as practicablemay be required under the HSR Act or any other federal and applicable foreign antitrust laws for the consummation of the Offer, the Merger and any other transactions contemplated hereby, subject to the proviso to the first sentence of Section 6.13(b).

Filings; Other Action. (a) Subject to the terms and conditions herein --------------------- provided, Wyndham, Patriot and BMOC shall: (ia) each Seller and Buyer shall to the extent required, promptly make its their respective filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this AgreementMerger and, if applicable, the Stock Purchase; (iib) each Seller and Buyer shall use all reasonable best efforts to cooperate with one another in (Ai) determining which filings are required to be made prior to the Closing Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Effective Time from, governmental or 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, the Wyndham/BMOC Subscription Agreement and the other Ancillary Agreements and consummation of the transactions contemplated hereby, by such agreements and (Bii) timely making all such filings required on its part and timely seeking all such consents, approvals, permits or authorizations; and (iiic) each Seller and Buyer shall use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements in reasonably satisfactory form to Wyndham and Patriot; and (d) use 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, the Wyndham/BMOC Subscription Agreement and the other Ancillary Agreements. If, at any time after the Closing Effective Time, any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement, the Wyndham/BMOC Subscription Agreement or the other Ancillary Agreements, the proper officers and the transactions contemplated herebydirectors of Patriot, each Seller BMOC and Wyndham shall make reasonable efforts to take all such actionsnecessary action. (b) Subject to the terms and conditions herein provided, each Seller shall use all reasonable efforts to cause the Company and its subsidiaries to cooperate with the parties hereto with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company and its subsidiaries to cooperate with the parties hereto in connection with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable to each of them, respectively, to be met as promptly as practicable.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, as promptly as practicable, the Company, American General Corporation and Merger Sub shall: (i) each Seller and Buyer shall promptly make its all filings and thereafter make any other required submissions under the HSR Act and all filings required by the Exchange Act insurance regulatory authorities in New York, and deliver notices and consents to jurisdiction to state insurance departments, each as reasonably may be required to be made in connection with respect to this Agreement and the transactions contemplated by this Agreement; hereby, (ii) each Seller and Buyer shall use all reasonable best efforts to cooperate with one another each other in (A) determining which filings are required to be made prior to the Closing Effective Time with, and which material consents, approvals, permits permits, notices or authorizations are required to be obtained prior to the Closing Effective Time from, governmental or regulatory authorities of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and (B) timely making all such filings required on its part and timely seeking all such consents, approvals, permits permits, notices or authorizations; , and (iii) each Seller and Buyer shall use 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 necessary or appropriate to consummate and make effective the transactions contemplated by this AgreementAgreement as soon as practicable. IfIn connection with the foregoing, at the Company will provide American General Corporation, and American General Corporation will provide the Company, with copies of correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any time after the Closing Timeof its representatives, any further action on the part one hand, and any governmental agency or authority or members of Sellers is necessary or reasonably desirable their respective staffs, on the other hand, with respect to carry out the purpose of this Agreement and the transactions contemplated hereby, each Seller shall make reasonable efforts to take all such actions. (b) Subject to the terms . Each of American General Corporation and conditions herein provided, each Seller shall use all reasonable efforts to cause the Company and its subsidiaries to cooperate with the parties hereto acknowledge that certain actions may be necessary with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company foregoing in making notifications and its subsidiaries to cooperate with the parties hereto in connection with any filings, submissionsobtaining clearances, consents, approvals, permits, authorizations waivers or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent similar third party actions which are material to the consummation of the transactions contemplated by hereby, and each of American General Corporation and the Company agree to take such action as is necessary to complete such notifications and obtain such clearances, approvals, waivers or third party actions, provided, however, that nothing in this Section 7.4 or elsewhere in this Agreement applicable shall require any party hereto to each take any action that would reasonably be expected to have a material adverse effect on the business, financial condition or results of them, respectively, operations of American General Corporation and its Subsidiaries taken as a whole (after giving effect to be met as promptly as practicablethe consummation of the Merger).

Filings; Other Action. (a) Subject to the terms and conditions herein provided, the Company and Parent shall (i) each Seller and Buyer shall promptly make its their respective filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; Communications Act, (ii) each Seller and Buyer shall use all reasonable efforts to cooperate with one another in (A) determining which whether any filings are required to be made prior to the Closing Time with, and which or consents, approvalspermits, permits authorizations or authorizations approvals are required to be obtained prior to the Closing Time from, any third party, the United States government or any agencies, departments or instrumentalities thereof or other governmental or regulatory bodies or authorities of the United Statesfederal, the several states state, local and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and thereby and (B) timely making all such filings required on its part and timely seeking all such consents, permits, authorizations or approvals, permits or authorizations; and (iii) each Seller and Buyer shall use all reasonable 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 advisable to consummate and make effective the transactions contemplated by this Agreement. Ifhereby, at any time after the Closing Timeincluding, any without limitation, taking or undertaking all such further action on as may be necessary to resolve such objections, if any, as the part FCC, the Federal Trade Commission, the Antitrust Division of Sellers is necessary the Department of Justice, state antitrust enforcement authorities or reasonably desirable to carry out the purpose competition authorities of this Agreement and the transactions contemplated herebyany other nation or other jurisdiction or any other Person may assert under relevant antitrust, each Seller shall make reasonable efforts to take all such actions. (b) Subject to the terms and conditions herein provided, each Seller shall use all reasonable efforts to cause the Company and its subsidiaries to cooperate with the parties hereto competition or communications laws with respect to the transactions contemplated by this Agreement. hereby, subject to Parent's right to direct such actions and things to be done set forth in Section 5.8(b) below. (b) Without limiting the generality of the foregoingundertakings pursuant to Section 5.8(a): (i) each of Parent and the Company shall provide promptly to the FCC or to Governmental Entities with regulatory jurisdiction over enforcement of any applicable antitrust laws (each, a "Government Antitrust Entity") information and documents requested by the FCC or such Government Antitrust Entity or necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement; (ii) without in any way limiting the provisions of Section 5.8(a)(i) above, each Seller shall use all reasonable efforts consistent with this Agreement to cause of Parent and the Company shall file any Notification and Report Form and related material required under the HSR Act as soon as practicable after the date hereof, and thereafter use its subsidiaries best efforts to cooperate certify as soon as practicable its substantial compliance with any requests for additional information or documentary material that may be made under the HSR Act unless Parent in its reasonable judgment determines that it is reasonable in the circumstances not to comply substantially with any requests for additional information and documentary material under the HSR Act; (iii) Parent shall proffer its willingness to (A) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, such assets, categories of assets or businesses of the Company or Parent or either's respective Subsidiaries, (B) terminate such existing relationships and contractual rights and obligations of the Company or Parent or either's respective Subsidiaries, (C) amend or terminate such existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements of the Company or Parent or either's respective Subsidiaries, (D) terminate any venture or arrangement and (E) effectuate any change or restructuring of the Company's or Parent's ownership, including, without limitation, the withdrawal or removal of officers or directors or the conversion or repurchase of equity securities of Parent or the Company (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with the parties hereto FCC or the relevant Government Antitrust Entity giving effect thereto) in connection each case with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent respect to the foregoing clauses (A), (B), (C), (D) or (E) (each a "Divestiture Condition"), if such action is likely to be necessary for the purpose of avoiding or preventing any action or inaction by the FCC or any Government Antitrust Entity which would restrain, enjoin or otherwise prevent or materially delay consummation of the transactions contemplated by this Agreement applicable prior to the Termination Date; (iv) Parent shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transactions contemplated hereby, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (iii) of this subsection (b)) necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Termination Date; (v) each of themthe Company and Parent will keep the other informed of any material communication, respectivelyand provide to the other copies of all correspondence, between it (or its advisors) and the FCC or any Government Antitrust Entity relating to this Agreement or any of the matters described in this Section 5.8(b); and (vi) each of the Company and Parent shall permit the other to review any material communication to be given by it to, and shall consult with each other in advance of any telephonic calls, meeting or conference with, the FCC or any Government Antitrust Entity and, to the extent permitted, give the other party the opportunity to attend and participate in such telephonic calls, meetings and conferences. Notwithstanding any of the foregoing, (i) no failure to obtain termination of the waiting period under the HSR Act or consent of the FCC shall be met as promptly as practicable.deemed to be a breach 34 39

Filings; Other Action. (a) Subject to the terms and conditions herein --------------------- provided, WHG, Patriot, PAHOC and Acquisition Sub shall: (ia) each Seller and Buyer shall to the extent required, promptly make its their respective filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this AgreementMerger; (iib) each Seller and Buyer shall use all reasonable best efforts to cooperate with one another in (Ai) determining which filings are required to be made prior to the Closing Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Effective Time from, governmental or regulatory authorities of the United States, the several states states, the Commonwealth of Puerto Rico and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, the WHG/Patriot Subscription Agreement and the other Ancillary Agreements and consummation of the transactions contemplated hereby, by such agreements and (Bii) timely making all such filings required on its part and timely seeking all such consents, approvals, permits or authorizations; and (iiic) each Seller and Buyer shall use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements in form and substance reasonably satisfactory to each of WHG, PAHOC, Acquisition Sub and Patriot; and (d) use 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, the WHG/Patriot Subscription Agreement and the other Ancillary Agreements. If, at any time after the Closing Effective Time, any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement, WHG/Patriot Subscription Agreement or the other Ancillary Agreements, the proper officers and the transactions contemplated herebydirectors of PAHOC, each Seller Acquisition Sub, Patriot and WHG shall make reasonable efforts to take all such actionsnecessary action. (b) Subject to the terms and conditions herein provided, each Seller shall use all reasonable efforts to cause the Company and its subsidiaries to cooperate with the parties hereto with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company and its subsidiaries to cooperate with the parties hereto in connection with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable to each of them, respectively, to be met as promptly as practicable.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, RMSI and Merkxxx xxxll: (ia) each Seller and Buyer shall promptly make its filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; (ii) each Seller and Buyer shall use all reasonable best efforts to cooperate with one another in in (Ai) determining which filings are required to be made prior to the Closing Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Effective Time from, governmental or regulatory authorities of the United States, the several states states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated hereby, by such agreements and (Bii) timely making all such filings required on its part and timely seeking all such consents, approvals, permits or authorizations; and (iiib) each Seller and Buyer shall use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each of RMSI and Merkxxx; xxd (c) use 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, and the other Ancillary Agreements. If, at any time after the Closing Effective Time, any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement or the Ancillary Agreements, the proper officers and the transactions contemplated hereby, each Seller directors of Merkxxx xxx RMSI shall make reasonable efforts to take all such actions. (b) Subject to the terms and conditions herein provided, each Seller necessary action. Merkxxx xxx RMSI shall use cooperate with all reasonable efforts to cause requests of the Company and its subsidiaries to cooperate with the other parties hereto with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company and its subsidiaries to cooperate with the parties hereto their counsel in connection with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable to each of them, respectively, to be met as promptly as practicablehereby.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, RMSI and Xxxxxxx shall: (ia) each Seller and Buyer shall promptly make its filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; (ii) each Seller and Buyer shall use all reasonable best efforts to cooperate with one another in (Ai) determining which filings are required to be made prior to the Closing Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Closing Effective Time from, governmental or regulatory authorities of the United States, the several states states, and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby (the "Ancillary Agreements") and the consummation of the transactions contemplated hereby, by such agreements and (Bii) timely making all such filings required on its part and timely seeking all such consents, approvals, permits or authorizations; and (iiib) each Seller and Buyer shall use all reasonable best efforts to obtain in writing any consents required from third parties to effectuate the Merger and the transactions contemplated hereby and by the Ancillary Agreements, including without limitation the required consents set forth on Schedule 7.3(g), in form and substance reasonably satisfactory to each of RMSI and Xxxxxxx; and (c) use 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, and the other Ancillary Agreements. If, at any time after the Closing Effective Time, any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement or the Ancillary Agreements, the proper officers and the transactions contemplated hereby, each Seller directors of Xxxxxxx and RMSI shall make reasonable efforts to take all such actions. (b) Subject to the terms necessary action. Xxxxxxx and conditions herein provided, each Seller RMSI shall use cooperate with all reasonable efforts to cause requests of the Company and its subsidiaries to cooperate with the other parties hereto with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company and its subsidiaries to cooperate with the parties hereto their counsel in connection with any filings, submissions, consents, approvals, permits, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable to each of them, respectively, to be met as promptly as practicablehereby.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, each of the Company, Purchaser and Merger Sub shall: (i) each Seller and Buyer shall promptly make its filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; (ii) each Seller and Buyer shall use all commercially reasonable efforts to cooperate with one another in (A) determining which filings are required or advisable to be made prior to the Closing Effective Time with, and which consents, approvals, permits or authorizations are required or advisable to be obtained prior to the Closing Effective Time from, governmental Governmental Authorities or regulatory authorities of the United States, the several states and foreign jurisdictions other third parties in connection with the execution and delivery of this Agreement and any other Ancillary Documents to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, and (B) timely making all such filings required on its part and timely seeking all such consents, approvals, permits or authorizationspermits, authorizations and waivers; and (iiiii) each Seller and Buyer shall use all commercially reasonable 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 AgreementAgreement and the Ancillary Documents to which it is a party. If, at any time after the Closing Effective Time, any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose of this Agreement and the transactions contemplated herebyAncillary Documents, each Seller Purchaser, the Surviving Corporation and the Shareholders' Agent (on behalf of the Company's shareholders) shall make reasonable efforts to take all such actionsnecessary action. (b) Subject In furtherance and not in limitation of the foregoing, each Party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the terms HSR Act, if required, appropriate filings under any Non-U.S. Anti-Trust Law, if required, and conditions herein provided, each Seller shall use all reasonable efforts to cause the Company and its subsidiaries to cooperate with the parties hereto appropriate filings under any other Regulatory Law with respect to the transactions contemplated by this Agreement. Without limiting hereby as promptly as practicable after the generality date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, any Non-U.S. Anti-Trust Law, and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the foregoingapplicable waiting periods under the HSR Act, each Seller shall use all reasonable efforts consistent with if required, to obtain the receipt of any approvals required pursuant to any Non-U.S. Anti-Trust Law, and to cause the expiration or termination of the applicable waiting periods under any other Regulatory Law as soon as practicable. Nothing in this Agreement to cause shall require any of Purchaser and its Subsidiaries or the Company and its subsidiaries Subsidiaries to cooperate with sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the parties hereto in connection with any filingssale, submissions, consents, approvals, permits, authorizations holding separate or other action referred disposition of, any assets of Purchaser, the Company or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to in Section 5.4(a) obtaining any such approval from a Governmental Authority or any other Person or for any other reason ("Regulatory Restrictions"). (c) The parties hereto shall use Each of Purchaser and the Company shall, in connection with the efforts referenced in Section 6.4(a), obtain all reasonable efforts consistent with this Agreement to cause each of the conditions precedent to the consummation of requisite material approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act, any Non-U.S. Anti-Trust Law, or any other Regulatory Law, use commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the DOJ, the Federal Trade Commission (the "FTC") or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iii) permit the other Party to review any communication (other than the Notification and Report Form and additional information requests in connection with the Notification and Report Form) given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent appropriate or permitted by the DOJ, the FTC or such other applicable Governmental Authority or other Person, give the other Party the opportunity to each attend and participate in such meetings and conferences. For purposes of themthis Agreement, respectively"Regulatory Law" means, if applicable, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, the Xxxxxxx Act, as amended, and all other federal, state and foreign, if any, Applicable Laws that are designed or intended to be met as promptly as practicableprohibit, restrict or regulate antitrust violations or anti-competitive activities.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, as promptly as practicable, the Company, Merger Sub and Buyer shall: (i) each Seller and Buyer shall promptly make its all filings and thereafter make any other required submissions under the HSR Act and all filings required by the Exchange Act regulatory authorities of any of the several states, the District of Columbia and the Commonwealth of Puerto Rico, and deliver notices and consents to jurisdiction to Governmental Entities, each as reasonably may be required to be made in connection with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement; hereby, (ii) each Seller and Buyer shall use all reasonable efforts to cooperate with one another each other in (A) determining which filings are required to be made prior to the Closing Effective Time with, and which material consents, approvals, permits permits, notices or authorizations are required to be obtained prior to the Closing Effective Time from, governmental or regulatory authorities Governmental Entities of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, hereby and (B) timely making all such filings required on its part and timely seeking all such consents, approvals, permits permits, notices or authorizations; , and (iii) each Seller and Buyer shall 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 advisable or appropriate to consummate and make effective the Merger and the other transactions contemplated by this Agreementhereby as soon as practicable. If, Buyer shall pay the fee required for filings under the HSR Act. In case at any time after the Closing Time, Effective Time any further action on the part of Sellers is necessary or reasonably desirable to carry out the purpose purposes of this Agreement Agreement, the proper officers and/or directors of Buyer, Merger Sub, the Company and the transactions contemplated hereby, each Seller Surviving Corporation shall make reasonable efforts to take all such actions. necessary action. In connection with the foregoing, the Company will, and will cause each Company Subsidiary to, provide Buyer and Merger Sub, and Buyer and Merger Sub will provide the Company, with copies of correspondence, filings or communications (bor memoranda setting forth the substance thereof) Subject between such party or any of its representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to this Agreement, the Merger and the other transactions contemplated hereby and thereby. At all times prior to the terms and conditions herein providedClosing, each Seller shall use all reasonable efforts to cause (i) the Company shall promptly notify Buyer in writing of any fact, condition, event or occurrence that could reasonably be expected to result in the failure of any of the conditions contained in Sections 8.1 and its subsidiaries 8.3 to cooperate with be satisfied, promptly upon becoming aware of the parties hereto same and (ii) Buyer shall promptly notify the Company in writing of any fact, condition, event or occurrence that could reasonably be expected to result in the failure of any of the conditions contained in Sections 8.1 and 8.2 to be satisfied, promptly upon becoming aware of the same. Each of Buyer, Merger Sub and the Company acknowledge that certain actions may be necessary with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company foregoing in making notifications and its subsidiaries to cooperate with the parties hereto in connection with any filings, submissionsobtaining clearances, consents, approvals, permits, authorizations waivers or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent similar third party actions which are material to the consummation of the Merger and the other transactions contemplated hereby, and each of Buyer, Merger Sub and the Company agree to take such action as is necessary to complete such notifications and obtain such clearances, approvals, waivers or third party actions, provided, however, that nothing in this Section 7.3 or elsewhere in this Agreement shall require any party hereto to incur expenses in connection with the Merger and the other transactions contemplated hereby which are not reasonable under the circumstances in relation to the 41 size of the Merger and the other transactions contemplated hereby or require Buyer, Merger Sub, the Surviving Corporation, the Company or any Company Subsidiary to hold separate, or make any divestiture of, any asset or otherwise agree to any material restriction on their operations in order to obtain any waiver, consent or approval required by this Agreement applicable to each of them, respectively, to be met as promptly as practicableAgreement.

Filings; Other Action. (a) Subject to the terms and conditions herein provided, as promptly as practicable, the Sellers and the Purchasers shall (ia) each Seller and Buyer shall promptly make its all filings and thereafter make any other required submissions under the HSR Act and the Exchange Act with respect to the transactions contemplated by this Agreement; Act, (iib) each Seller and Buyer shall use all commercially reasonable efforts to cooperate with one another each other in (Ai) determining which filings are required to be made prior to the Closing Time Date with, and which material consents, approvals, permits permits, or authorizations are required to be obtained prior to the Closing Time Date from, governmental or regulatory authorities of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby and (Bii) timely making all such filings required on its part and timely seeking all such consents, approvals, permits permits, or authorizations; , and (iiic) each Seller and Buyer shall use all commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper necessary or appropriate to consummate and make effective the transactions contemplated by this Agreement, as soon as practicable; provided, however, that USA Waste shall not be required to divest any of its significant assets or businesses, or discontinue or refrain from conducting any of its significant operations, in order to obtain any approvals to consummate the transactions contemplated by this Agreement. IfIn connection with the foregoing, at the Sellers will provide the Purchasers, and the Purchasers will provide the Sellers, with copies of all correspondence, filings, or communications (or memoranda setting forth the substance thereof) between such party or any time after the Closing Timeof its representatives, any further action on the part one hand, and any governmental agency or authority or members of Sellers is necessary or reasonably desirable their respective staffs, on the other hand, with respect to carry out the purpose of this Agreement and the transactions contemplated hereby, each Seller shall make reasonable efforts to take all such actions. (b) Subject to the terms and conditions herein provided, each Seller shall use all reasonable efforts to cause the Company and its subsidiaries to cooperate with the . The parties hereto acknowledge that certain actions may be necessary with respect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Seller shall use all reasonable efforts consistent with this Agreement to cause the Company foregoing in making notifications and its subsidiaries to cooperate with the parties hereto in connection with any filings, submissionsobtaining clearances, consents, approvals, permitswaivers, authorizations or other action referred to in Section 5.4(a) . (c) The parties hereto shall use all reasonable efforts consistent with this Agreement to cause each of the conditions precedent similar third party actions that are material to the consummation of the transactions contemplated by this Agreement applicable hereby, and each party agrees to each of themtake all commercially reasonable actions as are necessary, respectivelysubject to the proviso above with respect to USA Waste not divesting any significant assets or businesses or discontinuing or refraining from conducting any significant operations, to be met complete such notifications and obtain such clearances, approvals, waivers, or third party actions, except where such consequence, event, or occurrence would have a Purchaser Material Adverse Effect or a Company Material Adverse Effect, as promptly as practicablethe case may be.