Common use of Government Filings and Approvals Clause in Contracts

Government Filings and Approvals. (a) Each of Seller, TeleRoss and SFMT agrees to use its best efforts to comply promptly with all requests or requirements which applicable Law or any Governmental Entity may impose on them with respect to the transactions which are the subject of this Agreement. The best efforts of Seller, TeleRoss and SFMT shall include, but shall not be limited to, a good faith response, in cooperation with one another, to all requests for information, documentary or otherwise, by any Governmental Entity; provided, however, that neither of the Buyers nor any of their Affiliates shall be required to divest any operations, assets or business. (b) In addition to the obligations under subsection (a) immediately above, as promptly as practicable, but in no event later than 21 days following the Execution Date, Seller shall, and SFMT shall cause GTI to, complete the filings required pursuant to the HSR Act (if applicable). Seller and SFMT shall diligently undertake, and fully cooperate with each other and GTI in the taking of, all actions and provide any and all additional information required or reasonably requested in order to comply with the requirements of the HSR Act. Seller shall pay any fee related to the filings required under the HSR Act. Seller and SFMT shall use their respective best efforts to ensure that any applicable waiting periods under the HSR Act expire as promptly as practicable and that any objections to the transfer of the Stock Consideration hereunder are promptly withdrawn. Nothing under this Section 7.1(b) shall obligate any Party to sell or otherwise dispose of any assets pursuant to any requirement imposed as a condition to clearance of the transfer of the Stock Consideration by any Governmental Entity. (c) In addition to the obligations under subsection (a) immediately above, as promptly as practicable, but in no event later than 30 days following the Execution Date, Seller shall complete the filings required in order to obtain the CBR License. (d) As promptly as practicable, but in no event later than 30 days following the Execution Date, the Buyers (or either of them) shall cause GTI to deliver to the Seller true and complete copies of the financial statements of GTI for the last three years of its activity.

Government Filings and Approvals. (a) Each of Seller, TeleRoss Buyer and SFMT GTI agrees to use its reasonable best efforts to comply promptly with all requests or requirements which applicable Law or any Governmental Entity may impose on them with respect to the transactions which are the subject of this Agreement. The reasonable best efforts of Seller, TeleRoss GTI and SFMT Buyer shall include, but shall not be limited to, a good faith response, in cooperation with one another, to all requests for information, documentary or otherwise, by any Governmental Entity; provided, however, that neither none of the Buyers Buyer, GTI and Seller, nor any of their Affiliates Affiliates, shall be required to divest any operations, assets or businessbusiness in connection with the receipt of clearance of the transactions contemplated hereunder. (b) In addition to Notwithstanding the obligations under subsection (a) immediately abovegenerality of the foregoing, as promptly as practicable, but in no event later than 21 days following practicable after the Execution Date, : (i) Buyer and Buyer's Designee agree to submit an application with the Antimonopoly Ministry seeking approval of the transactions contemplated hereunder; (ii) Seller shall, and SFMT GTI shall cause GTI to, complete the filings required pursuant to the HSR Act (if applicable)Act. Seller and SFMT GTI shall diligently undertake, and fully cooperate with each other and GTI in the taking of, all actions and provide any and all additional information required or reasonably requested in order to comply with the requirements of the HSR Act. Seller shall pay any fee related to the filings required under the HSR Act. Seller and SFMT GTI shall use their respective best efforts to ensure that that, as promptly as practicable, any applicable waiting periods under the HSR Act expire as promptly as practicable and that any objections to the transfer of the Stock Consideration GTI Shares hereunder are promptly withdrawn. Nothing under this Section 7.1(b) shall obligate any Party to sell or otherwise dispose of any assets pursuant to any requirement imposed as a condition to clearance of the transfer of the Stock Consideration by any Governmental Entity.; and (ciii) In addition to the obligations under subsection (a) immediately above, as promptly as practicable, but in no event later than 30 days following the Execution Date, Seller shall complete the filings with the Norwegian Ministry of Finance as may be required in order connection with obtaining the tax exemption referred to obtain the CBR Licensein Section 6.3(k) above. (d) As promptly as practicable, but in no event later than 30 days following the Execution Date, the Buyers (or either of them) shall cause GTI to deliver to the Seller true and complete copies of the financial statements of GTI for the last three years of its activity.

Government Filings and Approvals. (a) Each of Seller, TeleRoss Buyer and SFMT GTI agrees to use its reasonable best efforts to comply promptly with all requests or requirements which applicable Law or any Governmental Entity may impose on them with respect to the transactions which are the subject of this Agreement. The reasonable best efforts of Seller, TeleRoss GTI and SFMT Buyer shall include, but shall not be limited to, a good faith response, in cooperation with one another, to all requests for information, documentary or otherwise, by any Governmental Entity; provided, however, that neither none of the Buyers Buyer, GTI and Seller, nor any of their Affiliates Affiliates, shall be required to divest any operations, assets or businessbusiness in connection with the receipt of clearance of the transactions contemplated hereunder. (b) In addition to Notwithstanding the obligations under subsection (a) immediately abovegenerality of the foregoing, as promptly as practicable, but in no event later than 21 days following practicable after the Execution Date, : (i) Buyer and Buyer's Designee agree to submit an application with the Antimonopoly Ministry seeking approval of the transactions contemplated hereunder; (ii) Seller shall, and SFMT GTI shall cause GTI to, complete the filings required pursuant to the HSR Act (if applicable)Act. Seller and SFMT GTI shall diligently undertake, and fully cooperate with each other and GTI in the taking of, all actions and provide any and all additional information required or reasonably requested in order to comply with the requirements of the HSR Act. Seller shall pay any fee related to the filings required under the HSR Act. Seller and SFMT GTI shall use their respective best efforts to ensure that that, as promptly as practicable, any applicable waiting periods under the HSR Act expire as promptly as practicable and that any objections to the transfer of the Stock Consideration GTI Shares hereunder are promptly withdrawn. Nothing under this Section 7.1(b) shall obligate any Party to sell or otherwise dispose of any assets pursuant to any requirement imposed as a condition to clearance of the transfer of the Stock Consideration by any Governmental Entity.; and (ciii) In addition to the obligations under subsection (a) immediately above, as promptly as practicable, but in no event later than 30 days following the Execution Date, Seller shall complete the filings with the Norwegian Ministry of Finance as may be required in order connection with obtaining the tax exemption referred to obtain the CBR License. (din Section 6.3(k) As promptly as practicable, but in no event later than 30 days following the Execution Date, the Buyers (or either of them) shall cause GTI to deliver to the Seller true and complete copies of the financial statements of GTI for the last three years of its activity.above..

Government Filings and Approvals. (a) Each Party promptly shall, and in the case of Sellerany premerger notifications and related documentation required under the HSR Act, TeleRoss no later than five (5) Business Days following the date hereof, make all filings and SFMT agrees submissions and shall take all other actions necessary, proper or advisable under applicable Laws to use its best efforts to comply promptly with all requests or requirements which applicable Law or obtain any required approval of any Governmental Entity with jurisdiction over the transactions contemplated hereby. Each Party shall furnish to the appropriate Governmental Entity all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. Each of the Parties shall cooperate with the other in promptly filing any other necessary applications, reports or other documents with any Governmental Entity having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Entity. Concurrently with such filings or as soon thereafter as practicable, each of the Parties shall each request early termination of any waiting period applicable to the transactions contemplated hereby under the HSR Act. (b) Each Party shall promptly notify the other of any written notice or other communication received by such Party from any Governmental Entity in connection with the transactions contemplated hereby, and to the extent reasonably practicable, all discussions, telephone calls and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include Representatives of the Company and the Purchaser. No Party may impose on them extend, or take any action that would have the effect of extending, the applicable waiting period under the HSR Act without the prior written consent of each of the other Parties. (c) If any objections are asserted by any Governmental Entity with respect to the transactions which are contemplated hereby, or if any Governmental Entity challenges any of the transactions contemplated hereby as violative of any applicable antitrust Law or an order is issued enjoining the transactions contemplated hereby under any applicable antitrust Law, the Purchaser shall, subject to the provisions of this Agreement. The Section 6.3, use its reasonable best efforts to resolve any such objections or challenges as such Governmental Entity may have to such transactions under such Law or to have the order vacated, reversed or otherwise removed in accordance with applicable legal procedures with the goal of Sellerenabling the transactions contemplated by this Agreement to be consummated by the End Date, TeleRoss and SFMT the Company shall include, but shall not be limited to, a good faith response, cooperate with and assist the Purchaser in cooperation with one another, to all requests for information, documentary or otherwise, by any Governmental Entityeffectuating the foregoing; provided, however, that neither the Purchaser shall not take any of the Buyers nor foregoing actions without the consent of the Company if such actions would bind the Company, any of their Affiliates shall be required its Subsidiaries or the DMS Entities to divest take any operationsaction (including paying money or entering into any other obligation) irrespective of whether the Closing occurs. The Purchaser shall, assets subject to the provisions of this Section 6.3, use its reasonable best efforts to seek to lift, reverse or businessremove any temporary restraining order, preliminary or permanent injunction or other order or decree that would otherwise give rise to a failure of any condition to the Closing of the transactions contemplated by this Agreement. (bd) In addition Notwithstanding anything in this Agreement to the obligations under subsection contrary, the Purchaser shall, to the extent necessary in order to obtain approval of any Governmental Entity or otherwise permit the transactions contemplated by this Agreement to be consummated on a timely basis, (ai) immediately abovecause any asset or business, as promptly as practicableor any portion of any asset or business, but in no event later than 21 days of the Purchaser, any of its Subsidiaries or, following the Execution DateClosing, Seller shallof the Company or any Subsidiary of the Company to be sold, divested or otherwise disposed of; (ii) enter into or cause any of its Subsidiaries or, concurrent with or following the Closing, the Company or any Subsidiary of the Company to enter into a voting trust agreement, proxy arrangement or other similar agreement or arrangement with respect to any asset or business or any portion of any asset or business; (iii) cause any contractual or business relationship between (A) the Purchaser or the Purchaser’s Subsidiaries or, following the Closing, the Company or any Subsidiary of the Company and SFMT shall cause GTI to, complete (B) any other Person to be terminated or modified; and (iv) agree to amendments to this Agreement as may be requested by the filings required U.S. Federal Trade Commission or the U.S. Department of Justice pursuant to the HSR Act (if applicable). Seller and SFMT shall diligently undertake, and fully cooperate with each other and GTI in the taking of, all actions and provide any and all additional information required or reasonably requested otherwise in order to comply with the requirements facilitate clearance of the HSR Act. Seller shall pay any fee related to the filings required transactions contemplated by this Agreement under the HSR Act. Seller In no event shall the Company, any of its Subsidiaries or any of the DMS Entities be required to take, or commit to take, any of the actions required to be taken by the Purchaser pursuant to this Section 6.3(d). (e) Neither the Purchaser nor the Company shall, and SFMT each shall use their respective best efforts cause its Subsidiaries not to, acquire or agree to ensure that acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation, would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting periods under period; (ii) materially increase the HSR Act expire as promptly as practicable and that risk of any objections to Governmental Entity seeking or entering any judgment decree or order prohibiting the transfer consummation of the Stock Consideration hereunder are promptly withdrawn. Nothing under transactions contemplated by this Section 7.1(bAgreement; (iii) shall obligate materially increase the risk of not being able to remove any Party to sell such judgment decree or otherwise dispose of any assets pursuant to any requirement imposed as a condition to clearance order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transfer of the Stock Consideration transactions contemplated by any Governmental Entitythis Agreement. (c) In addition to the obligations under subsection (a) immediately above, as promptly as practicable, but in no event later than 30 days following the Execution Date, Seller shall complete the filings required in order to obtain the CBR License. (d) As promptly as practicable, but in no event later than 30 days following the Execution Date, the Buyers (or either of them) shall cause GTI to deliver to the Seller true and complete copies of the financial statements of GTI for the last three years of its activity.

Government Filings and Approvals. (a) Each Party promptly shall, and in the case of Sellerany premerger notifications and related documentation required under the HSR Act, TeleRoss the Competition Act and SFMT agrees the Canada Transportation Act, no later than ten (10) Business Days following the date hereof, make all filings and submissions and shall take all other actions necessary, proper or advisable under applicable Laws, with the exception of a Triggering Divestiture, to use its best efforts to comply promptly with all requests or requirements which applicable Law or obtain any required approval of any Governmental Entity with jurisdiction over the transactions contemplated hereby. Each Party shall furnish to the appropriate Governmental Entity all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. Each of the Parties shall cooperate with the other in promptly filing any other necessary applications, reports or other documents with any Governmental Entity having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Entity. (b) Each Party shall promptly notify the other of any written notice or other communication received by such Party from any Governmental Entity in connection with the transactions contemplated hereby, and to the extent reasonably practicable, all discussions, telephone calls and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include Representatives of the Company and the Purchaser. No Party may impose on them extend, or take any action that would have the effect of extending, the applicable waiting period under the HSR Act, the Competition Act or the Canada Transportation Act without the prior written consent of each of the other Parties. Notwithstanding the foregoing, but without limitation thereof, Purchaser shall, in all cases in good faith consultation with the Company, (1) determine timing and strategy and be solely responsible for the final content of any substantive oral or written communications with any applicable Governmental Entity, and (2) lead all proceedings and coordinate all activities with respect to seeking any actions, consents, approvals or waivers of any Governmental Entity under the HSR Act, the Competition Act and the Canada Transportation Act; provided, further, that the Purchaser shall in good faith consider all views and input provided by the Company. (c) If any objections are asserted by any Governmental Entity or other Person with respect to the transactions which are contemplated hereby, or if any Governmental Entity challenges any of the transactions contemplated hereby as violative of any applicable Antitrust Law or the Canada Transportation Act or an order is issued enjoining the transactions contemplated hereby under any applicable Antitrust Law or the Canada Transportation Act, the Purchaser shall, subject to the provisions of this Agreement. The Section 6.3, use its reasonable best efforts to resolve any such objections or challenges as such Governmental Entity or other Person may have to such transactions under such Law or to have the order vacated, reversed or otherwise removed in accordance with applicable legal procedures with the goal of Sellerenabling the transactions contemplated by this Agreement to be consummated by the End Date, TeleRoss and SFMT the Company shall include, but shall not be limited to, a good faith response, assist the Purchaser in cooperation with one another, to all requests for information, documentary or otherwise, by any Governmental Entityeffectuating the foregoing; provided, however, that neither the Purchaser shall not take any of the Buyers nor foregoing actions without the consent of the Company if such actions would bind the Company or any of their Affiliates shall be required its Subsidiaries to divest take any operationsaction (including paying money or entering into any other obligation) irrespective of whether the Closing occurs. The Purchaser shall, assets or business. (b) In addition subject to the obligations under subsection (a) immediately aboveprovisions of this Section 6.3, as promptly as practicable, but in no event later than 21 days following the Execution Date, Seller shall, and SFMT shall cause GTI to, complete the filings required pursuant to the HSR Act (if applicable). Seller and SFMT shall diligently undertake, and fully cooperate with each other and GTI in the taking of, all actions and provide any and all additional information required or reasonably requested in order to comply with the requirements of the HSR Act. Seller shall pay any fee related to the filings required under the HSR Act. Seller and SFMT shall use their respective its reasonable best efforts to ensure seek to lift, reverse or remove any temporary restraining order, preliminary or permanent injunction or other order or decree that would otherwise give rise to a failure of any applicable waiting periods under the HSR Act expire as promptly as practicable and that any objections condition to the transfer Closing of the Stock Consideration hereunder are promptly withdrawntransactions contemplated by this Agreement. Nothing under this Section 7.1(b) shall obligate Without in any Party to sell way limiting its rights or otherwise dispose of any assets pursuant to any requirement imposed as a condition to clearance obligations hereunder, the Purchaser acknowledges and agrees that it is the intent of the transfer of Purchaser to cause the Stock Consideration by any Governmental Entity. (c) In addition Closing to the obligations under subsection (a) immediately above, occur as promptly soon as reasonably practicable, but in no event later than 30 days following the Execution Date, Seller shall complete the filings required in order to obtain the CBR License. (d) As promptly Notwithstanding anything in this Agreement to the contrary, the Purchaser shall, to the extent necessary in order to obtain approval of any Governmental Entity or otherwise permit the transactions contemplated by this Agreement to be consummated on a timely basis, (i) cause any asset or business, or any portion of any asset or business, of the Purchaser, any of its Affiliates or, following the Closing, of the Company or any Subsidiary to be sold, divested or otherwise disposed of; (ii) enter into or cause any of its Affiliates or, concurrent with the Closing, the Company or any Subsidiary to enter into a voting trust agreement, proxy arrangement or other similar agreement or arrangement with respect to any asset or business or any portion of any asset or business; and (iii) agree to amendments to this Agreement as practicablemay be requested by the U.S. Federal Trade Commission or the U.S. Department of Justice pursuant to the HSR Act, but the Competition Commissioner under the Competition Act, the Governor-in-Council under the Canada Transportation Act or otherwise in order to facilitate clearance of the transactions contemplated by this Agreement under the HSR Act, the Competition Act and the Canada Transportation Act; provided, however, that nothing contained in this Agreement shall require the Purchaser to take, or cause to be taken, or commit to take, or commit to cause to be taken, any divestiture, sale or other disposition that would constitute a Triggering Divestiture. In no event later than 30 days following shall the Execution DateCompany or any of its Subsidiaries be required to take, or commit to take, any of the Buyers actions required to be taken by the Purchaser pursuant to this Section 6.3(d). (or either of theme) The Purchaser shall not, and shall cause GTI its Affiliates not to, acquire or agree to deliver to the Seller true and complete copies acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the financial statements assets of GTI for or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the last three years entering into of its activitya definitive agreement relating to, or the consummation of such acquisition, merger or consolidation, would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Entity seeking or entering any judgment decree or order prohibiting the consummation of the transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment decree or order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated by this Agreement.