Common use of Further Action; Best Efforts Clause in Contracts

Further Action; Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations or otherwise to consummate the Tender Offer and consummate and make effective the Merger and the other transactions contemplated hereby, including, without limitation, using its reasonable best efforts to obtain all licenses, permits, waivers, orders, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Merger and the other transactions contemplated hereby. (b) Notwithstanding the provisions of Section 7.06(a), nothing contained in this Agreement shall obligate Acquisition to take any action to consummate the Tender Offer, the Merger and the other transactions contemplated hereby, the consummation of which is dependent or conditioned on the receipt of any governmental or regulatory approval or consent, in the event that the approval or consent so received specifically includes conditions or restrictions in addition to those imposed by laws and regulations of general applicability as in effect from time to time (including conditions in addition to those imposed by existing laws and regulations which require the prior approval of any governmental or regulatory agency to the taking of any action or the consummation of any transaction), the direct or indirect effect of which is or would be, to restrict, limit or otherwise subject to penalty Acquisition in the ownership of its assets or the conduct of its business. For purposes of the foregoing, a condition, restriction or limitation arising out of any such approval or consent shall be deemed to be a restriction or limitation on Acquisition (regardless of whether Acquisition is a party to or otherwise legally obligated by such consent or approval) to the extent that the taking of an action or the consummation of a transaction by Acquisition would result in Acquisition, the Company or any Company Subsidiary being in breach or violation of such consent or approval or otherwise causing such consent or approval to terminate or expire. (c) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations or otherwise to consummate the Tender Offer and consummate and make effective the Merger and the other transactions contemplated hereby, including, without limitation, using its reasonable best efforts to obtain (x) the Financing and (y) all licenses, permits, waivers, orders, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Merger and the other transactions contemplated hereby. (b) Notwithstanding the provisions of Section 7.06(a6.06(a), nothing contained in this Agreement shall obligate Acquisition Merger Sub to take any action to consummate the Tender Offer, the Merger and the other transactions contemplated hereby, the consummation of which is dependent or conditioned on the receipt of any governmental or regulatory approval or consent, in the event that the approval or consent so received specifically includes conditions or restrictions in addition to those imposed by laws and regulations of general applicability as in effect from time to time (including conditions in addition to those imposed by existing laws and regulations which require the prior approval of any governmental or regulatory agency to the taking of any action or the consummation of any transaction), the direct or indirect effect of which is or would be, to restrict, limit or otherwise subject to penalty Acquisition Merger Sub in the ownership of its assets or the conduct of its business. For purposes of the foregoing, a condition, restriction or limitation arising out of any such approval or consent shall be deemed to be a restriction or limitation on Acquisition Merger Sub (regardless of whether Acquisition Merger Sub is a party to or otherwise legally obligated by such consent or approval) to the extent that the taking of an action or the consummation of a transaction by Acquisition Merger Sub would result in AcquisitionMerger Sub, the Company or any Company Subsidiary being in breach or violation of such consent or approval or otherwise causing such consent or approval to terminate or expire. (c) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto party shall (i) make promptly its respective filings and thereafter make any other required submissions under the HSR Act cooperate with respect to the Merger and the other transactions contemplated hereby, and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations or otherwise to satisfy the conditions to Closing set forth herein and to consummate the Tender Offer and consummate and make effective the Merger and the other transactions contemplated herebyby this Agreement, including, without limitation, using its reasonable best efforts to obtain all licenses, permits, waivers, orders, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with including the Company and the Company Subsidiaries as are necessary financing for the consummation Merger based upon the Commitment Letters or alternative financing; provided, that Parent and Merger Sub are not required to procure such alternative financing if the material terms and conditions of such alternative financing are in the aggregate materially less favorable than contemplated in the Commitment Letters (it being understood that the foregoing proviso shall not relieve Parent or Merger Sub of their obligations under this Agreement if all conditions to their obligation under Article VII hereof are satisfied or waived or are readily capable of being satisfied but Parent and Merger Sub are unable to satisfy their obligation to pay the Merger Consideration). In furtherance and not in limitation of the Merger and foregoing, each party hereto agrees, to the other extent necessary, to make an appropriate filing pursuant to any Antitrust Law (as defined below) with respect to the transactions contemplated herebyhereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to any Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under any Antitrust Law as soon as practicable. (b) Notwithstanding Each of Parent and Merger Sub on the provisions one hand, and the Company on the other hand, shall, in connection with the efforts referenced in Section 6.9(a) to obtain any requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its best 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) keep the other party informed of Section 7.06(aany communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), nothing contained the Antitrust Division of the Department of Justice (the "DOJ") or any other United States or foreign governmental authority and of any communication received or given in this Agreement shall obligate Acquisition to take connection with any action to consummate proceeding by a private party, in each case regarding any of the Tender Offer, the Merger and the other transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the consummation of which is dependent FTC, the DOJ or conditioned on the receipt of any such other governmental or regulatory approval or consentauthority or, in the event that the approval or consent so received specifically includes conditions or restrictions in addition to those imposed connection with any proceeding by laws a private party, with any other person, and regulations of general applicability as in effect from time to time (including conditions in addition to those imposed by existing laws and regulations which require the prior approval of any governmental or regulatory agency to the taking of any action or the consummation of any transaction), the direct or indirect effect of which is or would be, to restrict, limit or otherwise subject to penalty Acquisition in the ownership of its assets or the conduct of its business. For purposes of the foregoing, a condition, restriction or limitation arising out of any such approval or consent shall be deemed to be a restriction or limitation on Acquisition (regardless of whether Acquisition is a party to or otherwise legally obligated by such consent or approval) to the extent that permitted by the taking of an action or the consummation of a transaction by Acquisition would result in AcquisitionFTC, the Company DOJ or any Company Subsidiary being such other applicable governmental authority or other person, give the other party the opportunity to attend and participate in breach or violation of such consent or approval or otherwise causing such consent or approval to terminate or expire. (c) In case at any time after the Effective Time any further action is necessary or desirable to carry out the meetings and conferences. For purposes of this Agreement, "Antitrust Law" means the proper officers Sherman Act, as amended, the Clayton Act, as amended, the Hart-Scotx-Xxxxxo Antitrust Improvements Xxx xx 1976, as amended, txx Xxxxxxx Xxxxx Commission Act, as amended, and directors all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of each party to this Agreement shall use their reasonable best efforts to take all such actionmonopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto party shall (i) make promptly its respective filings and thereafter make any other required submissions under the HSR Act cooperate with respect to the Merger and the other transactions contemplated hereby, and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations or otherwise to satisfy the conditions to Closing set forth herein and to consummate the Tender Offer and consummate and make effective the Merger and the other transactions contemplated herebyby this Agreement, including, without limitation, using its reasonable best efforts to obtain all licenses, permits, waivers, orders, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with including the Company and the Company Subsidiaries as are necessary financing for the consummation Merger based upon the Commitment Letters or alternative financing; provided, that Parent and Merger Sub are not required to procure such alternative financing if the material terms and conditions of such alternative financing are in the aggregate materially less favorable than contemplated in the Commitment Letters (it being understood that the foregoing proviso shall not relieve Parent or Merger Sub of their obligations under this Agreement if all conditions to their obligation under Article VII hereof are satisfied or waived or are readily capable of being satisfied but Parent and Merger Sub are unable to satisfy their obligation to pay the Merger Consideration). In furtherance and not in limitation of the Merger and foregoing, each party hereto agrees, to the other extent necessary, to make an appropriate filing pursuant to any Antitrust Law (as defined below) with respect to the transactions contemplated herebyhereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to any Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under any Antitrust Law as soon as practicable. (b) Notwithstanding Each of Parent and Merger Sub on the provisions one hand, and the Company on the other hand, shall, in connection with the efforts referenced in Section 6.9(a) to obtain any requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its best 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) keep the other party informed of Section 7.06(aany communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), nothing contained the Antitrust Division of the Department of Justice (the "DOJ") or any other United States or foreign governmental authority and of any communication received or given in this Agreement shall obligate Acquisition to take connection with any action to consummate proceeding by a private party, in each case regarding any of the Tender Offer, the Merger and the other transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the consummation of which is dependent FTC, the DOJ or conditioned on the receipt of any such other governmental or regulatory approval or consentauthority or, in the event that the approval or consent so received specifically includes conditions or restrictions in addition to those imposed connection with any proceeding by laws a private party, with any other person, and regulations of general applicability as in effect from time to time (including conditions in addition to those imposed by existing laws and regulations which require the prior approval of any governmental or regulatory agency to the taking of any action or the consummation of any transaction), the direct or indirect effect of which is or would be, to restrict, limit or otherwise subject to penalty Acquisition in the ownership of its assets or the conduct of its business. For purposes of the foregoing, a condition, restriction or limitation arising out of any such approval or consent shall be deemed to be a restriction or limitation on Acquisition (regardless of whether Acquisition is a party to or otherwise legally obligated by such consent or approval) to the extent that permitted by the taking of an action or the consummation of a transaction by Acquisition would result in AcquisitionFTC, the Company DOJ or any Company Subsidiary being such other applicable governmental authority or other person, give the other party the opportunity to attend and participate in breach or violation of such consent or approval or otherwise causing such consent or approval to terminate or expire. (c) In case at any time after the Effective Time any further action is necessary or desirable to carry out the meetings and conferences. For purposes of this Agreement, "Antitrust Law" means the proper officers Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the Federal Trade Commission Act, as amended, and directors all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of each party to this Agreement shall use their reasonable best efforts to take all such actionmonopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings and thereafter make any other required submissions under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations or otherwise to consummate the Tender Offer and consummate and make effective the Merger and the other transactions contemplated hereby, including, without limitation, using its reasonable best efforts to obtain (x) the Financing and (y) all licenses, permits, waivers, orders, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Merger and the other transactions contemplated hereby. (b) Notwithstanding the provisions of Section 7.06(a6.07(a), nothing contained in this Agreement shall obligate Acquisition Tele-Communications, Inc. ("TCI"), Liberty or any of their subsidiaries (collectively, the "Liberty Group") to take any action to consummate the Tender Offer, the Merger and the other transactions contemplated hereby, the consummation of which is dependent or conditioned on the receipt of any governmental or regulatory approval or consent, in the event that the approval or consent so received specifically includes conditions or restrictions in addition to those imposed by laws and regulations of general applicability as in effect from time to time (including conditions in addition to those imposed by existing laws and regulations which require the prior approval of any governmental or regulatory agency to the taking of any action or the consummation of any transaction), the direct or indirect effect of which is or would be, to restrict, limit or otherwise subject to penalty Acquisition the members of the Liberty Group in the ownership of its their respective assets or the conduct of its businesstheir respective businesses. For purposes of the foregoing, a condition, restriction or limitation arising out of any such approval or consent shall be deemed to be a restriction or limitation on Acquisition the members of the Liberty Group (regardless of whether Acquisition such member is a party to or otherwise legally obligated by such consent or approval) to the extent that the taking of an action or the consummation of a transaction by Acquisition such member of the Liberty Group would result in Acquisitionany member of the Liberty Group, the Company or any Company Subsidiary being in breach or violation of such consent or approval or otherwise causing such consent or approval to terminate or expire. (c) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.