Common use of Filings; Other Actions; Notification Clause in Contracts

Filings; Other Actions; Notification. (a) American and US Airways shall promptly after the date of this Agreement prepare, and American shall use its reasonable best efforts to file with the SEC as promptly as practicable thereafter, a registration statement on Form S-4 in connection with the issuance of shares of Newco Common Stock to stockholders of US Airways (the “Form S-4”), which Form S-4 will include a prospectus and a proxy statement in connection with the Stockholders Meeting (the “Prospectus / Proxy Statement”). Each of American and US Airways, in consultation with the other and, in the case of American, in consultation with the UCC’s Advisors, shall use its reasonable best efforts to (i) respond to any comments on the Form S-4 or the Prospectus / Proxy Statement or requests for additional information from the SEC as soon as reasonably practicable after receipt of any such comments or requests and (ii) have the Form S-4 declared effective under the Securities Act by the date that is 120 days after the date of this Agreement, and US Airways shall use its reasonable best efforts to promptly thereafter mail the Prospectus / Proxy Statement to the holders of shares of US Airways Common Stock. The Form S-4, and any proposed modifications, amendments, supplements, exhibits and other similar documents (collectively, the “Form S-4 Documents”), shall be provided to US Airways and the UCC’s Advisors prior to being filed with the SEC and shall be in form and substance reasonably acceptable to US Airways (such acceptance not to be unreasonably delayed, conditioned or withheld). The Prospectus / Proxy Statement, and any proposed modifications, amendments, supplements, exhibits and other similar documents (collectively, the “Proxy Statement Documents”), shall be provided to American prior to being mailed to the stockholders of US Airways and shall be in form and substance reasonably acceptable to American (such acceptance not to be unreasonably delayed, conditioned or withheld). Prior to the date the Prospectus / Proxy Statement is initially mailed to US Airways stockholders, American, US Airways and Merger Sub shall cooperate in good faith to approve a certificate or certificates of designation to the Newco Charter as reasonably necessary to create the Newco Mandatorily Convertible Preferred Stock, which certificate or certificates of designation shall be reasonably acceptable to each of American and US Airways.

Filings; Other Actions; Notification. (a) American Arch and US Airways PageNet shall promptly after prepare and file with the date of this Agreement prepareSEC the Prospectus/Proxy Statement, and American Arch shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Arch and PageNet each shall use its reasonable best efforts to file with have the SEC S-4 Registration Statement declared effective under the Securities Act as promptly as practicable thereafterand on the same day as each of the Exchange Registration Statements, a registration statement on Form S-4 in connection with and promptly thereafter mail the issuance of shares of Newco Common Stock Prospectus/Proxy Statement to the stockholders of US Airways (the “Form S-4”), which Form S-4 will include a prospectus Arch and a proxy statement in connection with the Stockholders Meeting (the “Prospectus / Proxy Statement”)PageNet. Each of American and US Airways, in consultation with the other and, in the case of American, in consultation with the UCC’s Advisors, Arch shall also use its reasonable best efforts to (i) respond obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and the other transactions contemplated by this Agreement and will pay all expenses incident thereto. Each party shall notify the other of the receipt of the comments of the SEC and of any comments on requests by the Form S-4 SEC for amendments or supplements to the Prospectus / Prospectus/Proxy Statement or requests the S-4 Registration Statement or for additional information from and shall promptly supply one another with copies of all correspondence between any of them (or their Representatives) and the SEC as soon as reasonably practicable after receipt (or its staff) with respect thereto. If, at any time prior to either of the Arch Stockholders Meeting or the PageNet Stockholders Meeting, any such comments event shall occur relating to or requests and (ii) have affecting Arch, PageNet, or their respective officers or directors, which event should be described in an amendment or supplement to the Form S-4 declared effective under the Securities Act by the date that is 120 days after the date of this Agreement, and US Airways shall use its reasonable best efforts to promptly thereafter mail the Prospectus / Prospectus/Proxy Statement to or the holders of shares of US Airways Common Stock. The Form S-4, and any proposed modifications, amendments, supplements, exhibits and other similar documents (collectivelyS-4 Registration Statement, the “Form S-4 Documents”), parties shall be provided to US Airways promptly inform one another and the UCC’s Advisors prior to being filed shall cooperate in promptly preparing filing and clearing with the SEC and shall be in form and substance reasonably acceptable and, if required by applicable securities laws, mailing to US Airways (such acceptance not to be unreasonably delayed, conditioned Arch' or withheld). The Prospectus / Proxy Statement, and any proposed modifications, amendments, supplements, exhibits and other similar documents (collectively, the “Proxy Statement Documents”), shall be provided to American prior to being mailed to the stockholders of US Airways and shall be in form and substance reasonably acceptable to American (such acceptance not to be unreasonably delayed, conditioned or withheld). Prior to the date the Prospectus / Proxy Statement is initially mailed to US Airways PageNet's stockholders, Americanas the case may be, US Airways and Merger Sub shall cooperate in good faith to approve a certificate such amendment or certificates of designation to the Newco Charter as reasonably necessary to create the Newco Mandatorily Convertible Preferred Stock, which certificate or certificates of designation shall be reasonably acceptable to each of American and US Airwayssupplement.

Filings; Other Actions; Notification. (a) American Starwood Trust and US Airways Starwood Corp. shall promptly after the date of this Agreement prepare, prepare and American shall use its reasonable best efforts to file with the SEC as promptly as practicable thereafter, a registration statement on Form S-4 in connection with the issuance of shares of Newco Common Stock to stockholders of US Airways (the “Form S-4”), which Form S-4 will include a prospectus and a proxy statement in connection with the Stockholders Meeting (the “Prospectus / Proxy Statement”). Each of American Starwood Trust and US Airways, in consultation with the other and, in the case of American, in consultation with the UCC’s Advisors, Starwood Corp. shall use its all reasonable best efforts to (i) respond to any comments on have the Form S-4 or the Prospectus / Proxy Statement or requests for additional information from the SEC as soon as reasonably practicable after receipt of any such comments or requests and (ii) have the Form S-4 declared effective under the Securities Act cleared by the date that is 120 days after the date of this Agreement, and US Airways shall use its reasonable best efforts to promptly thereafter mail the Prospectus / Proxy Statement to the holders of shares of US Airways Common Stock. The Form S-4, and any proposed modifications, amendments, supplements, exhibits and other similar documents (collectively, the “Form S-4 Documents”), shall be provided to US Airways and the UCC’s Advisors prior to being filed with the SEC and shall be in form and substance reasonably acceptable to US Airways (such acceptance not to be unreasonably delayed, conditioned or withheld). The Prospectus / Proxy Statement, and any proposed modifications, amendments, supplements, exhibits and other similar documents (collectively, the “Proxy Statement Documents”), shall be provided to American prior to being thereafter mailed to the stockholders of US Airways Starwood Trust and Starwood Corp. Starwood Trust and Starwood Corp. shall also use all reasonable efforts to obtain prior to the mailing of the Proxy Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) Each of the Westin Companies and the Starwood Companies shall use all reasonable efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, dated (i) the date on which the Proxy Statement is mailed and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance reasonably acceptable customary for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to American the Proxy Statement. (such acceptance not c) The Westin Companies and the Starwood Companies shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) all reasonable efforts to take or cause to be unreasonably delayedtaken all actions, conditioned and do or withheld)cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement. Prior Subject to applicable laws relating to the date exchange of information, the Prospectus / Proxy Statement is initially mailed Westin Companies and the Starwood Companies shall have the right to US Airways stockholdersreview in advance, American, US Airways and Merger Sub shall cooperate in good faith to approve a certificate or certificates of designation to the Newco Charter extent practicable each will consult the other on, all the information relating to the Starwood Companies or the Westin Companies, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Westin Companies and the Starwood Companies shall act reasonably and as promptly as practicable. (d) Each of the Westin Companies and the Starwood Companies shall, upon request by the other, furnish the other with all information (including financial information) concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of the Starwood Companies, the Westin Companies or any of their respective Subsidiaries to create any third party and/or any Governmental Entity in connection with the Newco Mandatorily Convertible Preferred StockMerger and the other transactions contemplated by this Agreement or in connection with the issuance, sale or exchange of or tender for any securities of any of the Starwood Companies. (e) Each of the Westin Companies and the Starwood Companies shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notice or other communications received by the Starwood Companies or the Westin Companies, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this 37 41 Agreement. The Westin Companies and the Starwood Companies each shall give prompt notice to the other of (i) any change that is reasonably likely to result in a Westin Material Adverse Effect or Starwood Material Adverse Effect, respectively, (ii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, and (iii) any material default under any Contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing Date or Effective Time and of which certificate any of the Westin Companies has knowledge. Without limitation of the foregoing, the Starwood Companies shall give the LLC notice of any breach by the Westin Companies of any of the provisions of this Agreement, of the failure of the Westin Companies to satisfy any of the conditions to the obligation of the Starwood Companies to consummate the transactions contemplated by this Agreement, or certificates of designation any change or development that is likely to result in any such breach by the Westin Companies or any such failure by the Westin Companies to satisfy any such condition promptly upon the Starwood Companies' learning of such breach, failure or development from a source other than the Westin Companies. (f) Without limiting the generality of the undertakings pursuant to this Section 6.5, the Westin Companies and the Starwood Companies agree (i) to provide promptly to any and all federal, state, local or foreign court or Government Entity with jurisdiction over enforcement of any applicable antitrust laws ("Government Antitrust Entity") information and documents requested by any Government Antitrust Entity or necessary, proper or advisable to permit consummation of the Merger and the transactions contemplated by this Agreement and (ii) 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 Merger or the other transaction contemplated hereby in accordance with the terms of this Agreement, any and all reasonable steps, including the appeal thereof or the posting of a bond necessary to vacate, modify or suspend such injunction or order, so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement; provided, however, that the foregoing shall be reasonably acceptable not require the Starwood Companies or the Westin Companies to each make any divestiture or consent to any divestiture in order to fulfill any condition or obtain any consent, authorization or approval or to appeal an injunction or order, or to post a bond in respect of American and US Airwayssuch appeal, that is not economically reasonable for the Starwood Companies. 6.6.