Common use of Governmental and Third Party Approvals Clause in Contracts

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger, including using reasonable best efforts to (i) make all required Antitrust Filings and, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) cooperate with the Company to determine an appropriate process to identify any consents, approvals or waivers from third parties necessary to consummate the Merger, (iii) subject to Section 6.2(d), defend any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties challenging this Agreement or the consummation of the Merger, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, (iv) execute and deliver any additional instruments necessary to consummate the Merger, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating to the exchange of information, the Company shall have the right to review in advance, and to the extent reasonably practicable Acquiror will consult the Company on, all the information relating to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or third party in connection with the Merger and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, Acquiror each of the parties agrees to use its their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerMerger and the other transactions contemplated by this Agreement, including using reasonable best efforts to (i1) make the obtaining of all required Antitrust Filings and, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make Authorities and the making of all necessary registrations and filings and take the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) cooperate including all filings required under the HSR Act, with the Company to determine an appropriate process to identify Federal Trade Commission or the United States Department of Justice and any necessary antitrust, competition or similar laws of any foreign jurisdiction, (2) the obtaining of all necessary consents, approvals or waivers from third parties necessary to consummate the Mergerparties, (iii3) subject to Section 6.2(d), defend the defending of any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties challenging this Agreement or the consummation of the Mergertransactions contemplated by this Agreement, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental AuthorityAuthority vacated or reversed, and (iv4) execute the execution and deliver delivery of any additional instruments necessary to consummate the Mergertransactions contemplated by, and (v) cooperate with to fully carry out the Company in the preparation of the Proxy Statementpurposes of, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicablethis Agreement. Subject to Applicable Law relating to the exchange of information, the Company and Parent shall have the right to review in advance, and to the extent reasonably practicable Acquiror each will consult the Company other on, all the information relating to Acquiror the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Authority or third party in connection with the Merger and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, Acquiror the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger, including using reasonable best efforts to (i) make all required Antitrust Filings and, as reasonably requested by the CompanyAcquiror, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) cooperate with the Company Acquiror to determine an appropriate process to identify any, and thereafter seek to obtain any so identified, consents, approvals or waivers from third parties necessary to consummate the Merger, (iii) subject to Section 6.2(d), defend any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties (and not Governmental Authorities) challenging this Agreement or the consummation of the Merger, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, and (iv) execute and deliver any additional instruments necessary to consummate the Merger, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating to the exchange of information, the Company Acquiror shall have the right to review in advance, and to the extent reasonably practicable Acquiror the Company will consult the Company Acquiror on, all the information relating to Acquiror the Company and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or third party in connection with the Merger and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon Each of the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerMerger and the other transactions contemplated hereby, including using reasonable best efforts to (i) make preparing and filing as soon as practicable after the date hereof all required Antitrust Filings andforms, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and take all reasonable steps the taking of such actions as may be are reasonably necessary to obtain an approval any requisite approvals, consents, Orders, exemptions or waiver from, or to avoid an action or proceeding by, waivers by any Governmental AuthorityAuthority or other third party, including filings pursuant to the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, of any form or report required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters), (ii) cooperate with the Company to determine an appropriate process to identify any obtaining all necessary consents, approvals approvals, authorizations or waivers from from, and providing notices to, third parties necessary to consummate the Mergerparties, including providing any further information as may be required by such third party, (iii) subject to Section 6.2(d), defend the defending of any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties Actions challenging this Agreement or the consummation of the Merger, including promptly seeking to have vacated or reversed any stay Order that would restrain, prevent or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, delay the Closing and (iv) execute the execution and deliver delivery of any additional instruments required by applicable Law necessary to consummate the Merger, Transactions and to fully carry out the purposes of this Agreement. For purposes of clause (vii) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authorityimmediately preceding sentence, as soon as practicable. Subject to Applicable Law relating to the exchange of informationReal Property Leases, the Company shall have the right to review in advancerequest, and use commercially reasonable efforts to obtain, consents, approvals, authorizations or waivers (which shall be in form and substance reasonably satisfactory to Parent) from applicable third parties as to which Parent notifies the Company that Parent has determined in good faith that it is necessary to do so. Each of the parties hereto shall furnish to the extent other parties such necessary information and reasonable assistance as such other party may reasonably practicable Acquiror will request in connection with the foregoing. In addition, each of the parties hereto shall consult with the Company onother with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all the filings made by such party with any third party or any other information relating supplied by such party to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or a third party in connection with the Merger this Agreement and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon Each of the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerExchange and the other transactions contemplated hereby, including using reasonable best efforts to (i) make preparing and filing as soon as practicable after the date hereof all required Antitrust Filings andforms, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and take all reasonable steps the taking of such actions as may be are reasonably necessary to obtain an approval any requisite approvals, consents, Orders, exemptions or waiver from, or to avoid an action or proceeding by, waivers by any Governmental Authority, (ii) cooperate with the Company to determine an appropriate process to identify any consents, approvals or waivers from third parties necessary to consummate the Merger, (iii) subject to Section 6.2(d), defend any lawsuits Authority or other legal proceedings, whether judicial or administrative, brought by third parties challenging this Agreement or the consummation of the Mergerparty, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, (iv) execute and deliver any additional instruments necessary to consummate the Merger, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form filings pursuant to the HSR Act with respect or as required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters, (ii) obtaining all necessary consents, approvals, authorizations or waivers from, and providing notices to, third parties, including providing any further information as may be required by such third party; provided, however, that no consent of any third party (excluding Government Authorities) shall be a condition to the closing of the transactions contemplated by this Agreement pursuant to Article 5, and (iii) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable fully carry out the purposes of this Agreement. Each of the Parties shall submit any additional information and documentary material that may be requested notifications required pursuant to the HSR Act and to take all other actions reasonably necessary to cause no later than 10 Business Days following the expiration or termination date of a Specified Termination Event. Each of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating Parties hereto shall furnish to the exchange other Parties such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing. In addition, each of informationthe Parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the Company shall have the right to review in advance, and to the extent reasonably practicable Acquiror will consult the Company onother (or its counsel) copies of, all the filings made by such Party with any third party or any other information relating supplied by such Party to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or a third party in connection with the Merger this Agreement and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon Each of the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerExchange and the other transactions contemplated hereby, including using reasonable best efforts to (i) make preparing and filing as soon as practicable after the date hereof all required Antitrust Filings andforms, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and take all reasonable steps the taking of such actions as may be are reasonably necessary to obtain an approval any requisite approvals, consents, Orders, exemptions or waiver from, or to avoid an action or proceeding by, waivers by any Governmental Authority, (ii) cooperate with the Company to determine an appropriate process to identify any consents, approvals or waivers from third parties necessary to consummate the Merger, (iii) subject to Section 6.2(d), defend any lawsuits Authority or other legal proceedings, whether judicial or administrative, brought by third parties challenging this Agreement or the consummation of the Mergerparty, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, (iv) execute and deliver any additional instruments necessary to consummate the Merger, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form filings pursuant to the HSR Act with respect or as required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters, (ii) obtaining all necessary consents, approvals, authorizations or waivers from, and providing notices to, third parties, including providing any further information as may be required by such third party; provided, however, that no consent of any third party (excluding Government Authorities) shall be a condition to the closing of the transactions contemplated by this Agreement pursuant to Article IV, and (iii) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable fully carry out the purposes of this Agreement. Each of the Parties shall submit any additional information and documentary material that may be requested notifications required pursuant to the HSR Act and to take all other actions reasonably necessary to cause no later than 10 Business Days following the expiration or termination date of this Agreement. Each of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating Parties hereto shall furnish to the exchange other Parties such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing. In addition, each of informationthe Parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the Company shall have the right to review in advance, and to the extent reasonably practicable Acquiror will consult the Company onother (or its counsel) copies of, all the filings made by such Party with any third party or any other information relating supplied by such Party to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or a third party in connection with the Merger this Agreement and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon Subject to Section 5.5(c), each of the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to use its reasonable best efforts to parties shall take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerMerger and the other transactions contemplated hereby, including using reasonable best efforts to (i) make preparing and filing, within 10 Business Days after the date hereof, all required Antitrust Filings andforms, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and take all reasonable steps the taking of such actions as may be are reasonably necessary to obtain an approval any requisite approvals, consents, Orders, exemptions or waiver from, or to avoid an action or proceeding by, waivers by any Governmental AuthorityAuthority or other third party, including filings pursuant to the HSR Act or as required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters, (ii) cooperate with the Company to determine an appropriate process to identify any obtaining all necessary consents, approvals approvals, authorizations or waivers from from, and providing notices to, third parties necessary parties, including providing any further information as may be required by such third party; provided, however, that no consent of any third party (excluding Governmental Authorities) shall be a condition to consummate the Mergerclosing of the transactions contemplated by this Agreement pursuant to Article VI, (iii) subject to Section 6.2(d), defend the defending of any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties Actions challenging this Agreement or the consummation of the Merger, including promptly seeking to have vacated or reversed any stay Order that would restrain, prevent or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, delay the Closing and (iv) execute the execution and deliver delivery of any additional instruments required by applicable Law necessary to consummate the Merger, transactions contemplated hereby and (v) cooperate to fully carry out the purposes of this Agreement. Each of the parties hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the Company in the preparation foregoing. In addition, each of the Proxy Statementparties hereto shall consult with the other with respect to, including the provision to the Company of provide any necessary information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to and provide the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration (or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating to the exchange of information, the Company shall have the right to review in advance, and to the extent reasonably practicable Acquiror will consult the Company onits counsel) copies of, all the filings made by such party with any third party or any other information relating supplied by such party to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or a third party in connection with the Merger this Agreement and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon Each of Parent and the terms Company shall, and subject to the conditions set forth in this Agreementshall cause their respective Subsidiaries and Affiliates to, Acquiror agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicableOffer, the MergerMerger and the other transactions contemplated hereby, including using reasonable best efforts to (i) make preparing and filing as soon as practicable after the date hereof all required Antitrust Filings andforms, as reasonably requested by the Companyapplications, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and take all reasonable steps the taking of such actions as may be are necessary to obtain an approval any requisite approvals, consents, orders, exemptions or waiver from, or to avoid an action or proceeding by, waivers by any Governmental AuthorityEntity or other third party, (ii) cooperate with the Company to determine an appropriate process to identify any obtaining all necessary consents, approvals approvals, authorizations or waivers from from, and providing notices to, Governmental Entities or third parties parties, including providing any further information as may be required by such Governmental Entity or third party and (iii) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the Merger, (iii) subject transactions contemplated hereby and to Section 6.2(d), defend any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties challenging fully carry out the purposes of this Agreement or the consummation of the Merger, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, (iv) execute and deliver any additional instruments necessary to consummate the Merger, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy StatementAgreement. In furtherance of and not in limitation of the foregoing, Acquiror shall each of the parties hereto agrees to (A) make an appropriate filing of a Notification and Report Form with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) pursuant to the HSR Act (and to make such other filings as are required by any foreign Governmental Entity under applicable Antitrust Laws) with respect to the Offer, the Merger and the other transactions contemplated hereby as promptly as practicable (and in any event within ten (10) Business Days) after the Agreement Date and to date hereof, (B) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to during the initial waiting period under the HSR Act or any other Antitrust Laws, (C) in the event such party receives any request for additional information issued by the FTC or the DOJ under the HSR Act and similar requests issued by foreign Governmental Entity under other Antitrust Laws, promptly comply with such requests and certify compliance with such requests within sixty (60) days after the receipt of such request, and contest, in accordance with the relevant provisions of the HSR Act and the related rules and procedures (or the relevant provisions under other Antitrust Laws), any conclusion or determination by a third party that any party to this Agreement has not complied with any such request, and (D) use its best efforts to take or cause to be taken all other actions reasonably necessary necessary, proper or advisable consistent with this Section 7.4 to cause the expiration or early termination of the applicable waiting periods under the HSR Act and other applicable Antitrust Laws. Each of Parent and the Company agrees that without the prior written consent of the other party, it shall not, and shall cause its Representatives not to, take any action that will have or may have the effect of extending any waiting period under the HSR Act or other Antitrust Laws. Parent shall pay all filing fees under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating to the exchange of information, the Company shall have the right not be required to review in advance, and pay any fees or other payments to the extent reasonably practicable Acquiror will consult the Company on, all the information relating to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority Entity in connection with any filings under the HSR Act or third such other filings as may be required under applicable Antitrust Laws (other than normal filing fees that are imposed by Law on the Company). Each of the parties agrees to provide such necessary information and reasonable assistance as such other party may reasonably request in connection with the Merger and the other transactions contemplated by this Agreementforegoing.

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger, the Divestiture and the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) make the obtaining of all required Antitrust Filings and, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make Authorities and the making of all necessary registrations and filings and take the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including all required Antitrust Filings, (ii) cooperate with the Company to determine an appropriate process to identify any obtaining of all necessary consents, approvals or waivers from third parties necessary to consummate the Mergerparties, and (iii) subject to Section 6.2(d), defend any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties challenging this Agreement or the consummation execution and delivery of the Merger, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, (iv) execute and deliver any additional instruments necessary to consummate the Mergertransactions contemplated by, and (v) cooperate with to fully carry out the Company in purposes of, this Agreement and the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicableDivestiture. Subject to Applicable Law relating to the exchange of information, the Company shall have the right to review in advance, and to the extent reasonably practicable Acquiror will consult the Company on, all the information relating to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or third party in connection with the Merger Merger, the Divestiture and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, Acquiror agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger and the Divestiture as promptly as practicable, and in any event within ten business days of the date hereof, and to supply to any Governmental Authority as promptly as practicable any additional information and documentary material required under Applicable Law to obtain any necessary approvals of such Governmental Authority in connection with the Merger, the Divestiture and/or the other transactions contemplated by this Agreement (including substantially complying with any Request for Additional Information issued pursuant to applicable antitrust laws) and use its commercially reasonable efforts to take, or cause to be taken, all other actions consistent with this Section 5.6(a) necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable.

Governmental and Third Party Approvals. Upon Each of the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerCompany Reclassification, the Auto Conversion, the Contribution and the Split-Off and the other transactions contemplated hereby, including using reasonable best efforts to (i) make preparing and filing as soon as practicable after the date hereof all required Antitrust Filings andapplications, as reasonably requested by the Companyforms, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings notices required to be filed prior to the Split-Off Closing to consummate the transactions contemplated by this Agreement and take all reasonable steps the taking of such actions as may be are reasonably necessary to obtain an approval any requisite approvals, consents, Orders, exemptions or waiver from, or to avoid an action or proceeding by, waivers by any Governmental AuthorityAuthority or other third party required to be obtained prior to the Split-Off Closing, including filings pursuant to the HSR Act, FCC requirements or as required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters, (ii) cooperate with the Company to determine an appropriate process to identify any obtaining all necessary consents, approvals approvals, authorizations or waivers from, and providing notices to, third parties, including providing any further information as may be required by such third party; provided, however, that, in connection with any such approvals, consents, Orders, exemptions or waivers from third parties necessary (excluding Governmental Authorities), (x) the parties hereto shall not be required to consummate (and they shall not be required to cause any of their Subsidiaries to) make any payments or incur any other Liabilities (including becoming a guarantor of any Contract) and (y) neither the MergerCompany nor any of its Subsidiaries shall agree to make any payments or incur any other Liabilities, or make or agree to make any amendment to the terms of any applicable Company Contract, in order to obtain any such consent, approval, authorization or waiver without the prior written consent of Liberty (which shall not be unreasonably withheld, delayed or conditioned), other than customary consent or amendment fees in connection with the Credit Agreement Consent and Amendments and the Notes Consent Solicitations contemplated by Sections 5.17 and any fees payable in connection with the Exchange Offer; provided, further, that, except as expressly required by this Agreement, no consent of any third party (excluding Government Authorities) shall be a condition to the closing of the transactions contemplated by this Agreement pursuant to Article VI, (iii) subject to Section 6.2(d), defend the defending of any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties Actions challenging this Agreement or the consummation of the Mergertransactions contemplated hereby, including promptly seeking to have vacated or reversed any stay Order that would restrain, prevent or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, delay the completion of the Transactions and (iv) execute the execution and deliver delivery of any additional instruments required by applicable Law necessary to consummate the Merger, transactions contemplated hereby and (v) cooperate to fully carry out the purposes of this Agreement. Each of the parties hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the Company in the preparation foregoing. In addition, each of the Proxy Statementparties hereto shall consult with the other with respect to, including the provision to the Company of provide any necessary information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to and provide the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration (or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating to the exchange of information, the Company shall have the right to review in advance, and to the extent reasonably practicable Acquiror will consult the Company onits counsel) copies of, all the filings made by such party with any third party or any other information relating supplied by such party to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or a third party in connection with the Merger this Agreement and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon Each of the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerMerger and the other transactions contemplated hereby, including using reasonable best efforts to (i) make preparing and filing as soon as practicable after the date hereof all required Antitrust Filings andforms, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and take all reasonable steps the taking of such actions as may be are reasonably necessary to obtain an approval any requisite approvals, consents, Orders, exemptions or waiver from, or to avoid an action or proceeding by, waivers by any Governmental AuthorityAuthority or other third party, including filings pursuant to the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, of any form or report required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters) and with the NYSE, (ii) cooperate with the Company to determine an appropriate process to identify any obtaining all necessary consents, approvals approvals, authorizations or waivers from third parties necessary to consummate the Mergerand providing any further information as may be required by such third parties, (iii) subject to Section 6.2(d), defend the defending of any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties Actions challenging this Agreement or the consummation of the Merger, including promptly seeking to have vacated or reversed any stay Order that would restrain, prevent or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, delay the Closing and (iv) execute the execution and deliver delivery of any additional instruments necessary to consummate the Merger, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating to the exchange of information, the Company shall have the right to review in advance, and to the extent reasonably practicable Acquiror will consult the Company on, all the information relating to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or third party in connection with the Merger and the other transactions contemplated hereby and to fully carry out the purposes of this Agreement. Each of the parties hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and the transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon Each of the terms Company and subject to the conditions set forth in this Agreement, Acquiror agrees to Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerMerger and the other transactions contemplated hereby, including using reasonable best efforts to (i) make all required Antitrust Filings andpreparing and filing as soon as practicable (which, as reasonably requested by in the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) cooperate with the Company to determine an appropriate process to identify any consents, approvals or waivers from third parties necessary to consummate the Merger, (iii) subject to Section 6.2(d), defend any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties challenging this Agreement or the consummation case of each of the Merger, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, (iv) execute and deliver any additional instruments necessary to consummate the Merger, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect and the FCC Applications, shall be within twenty-five (25) days after the date hereof) all forms, registrations and notices required to be filed prior to the Closing to consummate the transactions contemplated hereby by this Agreement and the taking of such actions as promptly as practicable after are reasonably necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by any Governmental Authority or other third party required to be obtained prior to the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested Closing, including filings pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable the Communications Act or as required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification regulations of any foreign or other Governmental Authorityregulatory matters, (ii) responding as soon promptly as practicable. Subject reasonably practicable to Applicable Law relating to any inquiries received from the exchange of informationFTC, the Company shall have Antitrust Division or the right to review in advanceFCC for additional information or documentary material, (iii) obtaining all necessary consents, approvals, authorizations or waivers from, and to the extent reasonably practicable Acquiror will consult the Company on, all the information relating to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted providing notices to, third parties, including providing any Governmental Authority or further information as may be required by such third party party; provided, however, that, in connection with any such approvals, consents, exemptions or waivers from third parties (excluding Governmental Authorities), (x) the parties hereto shall not be required to (and they shall not be required to cause any of their Subsidiaries to) make any material payments or incur any other material Liabilities (including becoming a guarantor of any Contract) and (y) neither the Company nor any of its Subsidiaries shall agree to make any payments or incur any other Liabilities, or make or agree to make any amendment to the terms of any applicable Contract, in order to obtain any such consent, approval, authorization or waiver without the prior written consent of Parent; provided, further, that, except as expressly required by this Agreement, no consent of any third party (excluding Governmental Authorities) shall be a condition to the Closing pursuant to Article VI, (iv) the defending of any Actions challenging this Agreement or the consummation of the Merger or the other transactions contemplated hereby, including seeking to have vacated or reversed any Order that would restrain, prevent or delay the completion of the Merger and (v) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the Merger and the other transactions contemplated by hereby and to fully carry out the purposes of this Agreement. Each of the parties hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to, and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby, including the Merger.

Governmental and Third Party Approvals. Upon Each of the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerMerger and the other transactions contemplated hereby, including using reasonable best efforts to (i) make preparing and filing as soon as practicable after the date hereof all required Antitrust Filings andforms, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings notices required to be filed prior to the Closing to consummate the transactions contemplated by this Agreement and take all reasonable steps the taking of such actions as may be are reasonably necessary to obtain an approval any requisite approvals, consents, Orders, exemptions or waiver from, or to avoid an action or proceeding by, waivers by any Governmental AuthorityAuthority or other third party required to be obtained prior to the Closing, including filings pursuant to the HSR Act, FCC requirements or as required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters, (ii) cooperate with the Company to determine an appropriate process to identify any obtaining all necessary consents, approvals approvals, authorizations or waivers from from, and providing notices to, third parties necessary parties, including providing any further information as may be required by such third party; provided, however, that no consent of any third party (excluding Government Authorities) shall be a condition to consummate the Mergerclosing of the transactions contemplated by this Agreement pursuant to Article VI, (iii) subject to Section 6.2(d), defend the defending of any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties Actions challenging this Agreement or the consummation of the Merger, including promptly seeking to have vacated or reversed any stay Order that would restrain, prevent or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, delay the Closing and (iv) execute the execution and deliver delivery of any additional instruments required by applicable Law necessary to consummate the Merger, transactions contemplated hereby and (v) cooperate to fully carry out the purposes of this Agreement. Each of the parties hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the Company in the preparation foregoing. In addition, each of the Proxy Statementparties hereto shall consult with the other with respect to, including the provision to the Company of provide any necessary information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to and provide the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration (or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating to the exchange of information, the Company shall have the right to review in advance, and to the extent reasonably practicable Acquiror will consult the Company onits counsel) copies of, all the filings made by such party with any third party or any other information relating supplied by such party to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or a third party in connection with the Merger this Agreement and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon Each of the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerAcquisition contemplated hereby, including using reasonable best efforts to (i) make preparing and filing as soon as practicable after the date hereof all required Antitrust Filings andforms, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and take all reasonable steps the taking of such actions as may be are reasonably necessary to obtain an approval any requisite approvals, consents, Orders, exemptions or waiver from, or to avoid an action or proceeding by, waivers by any Governmental AuthorityAuthority or other third party, including filings pursuant to the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, of any form or report required by any other Governmental Authority relating to antitrust, competition, trade, pre-Acquisition notification or other regulatory matters), (ii) cooperate with the Company to determine an appropriate process to identify any obtaining all necessary consents, approvals approvals, authorizations or waivers from from, and providing notices to, third parties necessary to consummate the Mergerparties, including providing any further information as may be required by such third party, (iii) subject to Section 6.2(d), defend the defending of any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties Actions challenging this Agreement or the consummation of the MergerAcquisition, including promptly seeking to have vacated or reversed any stay Order that would restrain, prevent or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, delay the Closing and (iv) execute the execution and deliver delivery of any additional instruments required by applicable Law necessary to consummate the Merger, Transactions and to fully carry out the purposes of this Agreement. For purposes of clause (vii) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authorityimmediately preceding sentence, as soon as practicable. Subject to Applicable Law relating to the exchange of informationReal Property Leases, the Company shall have the right to review in advancerequest, and use commercially reasonable efforts to obtain, consents, approvals, authorizations or waivers (which shall be in form and substance reasonably satisfactory to Viropro) from applicable third parties as to which Viropro notifies the Company that Viropro has determined in good faith that it is necessary to do so. Each of the parties hereto shall furnish to the extent other parties such necessary information and reasonable assistance as such other party may reasonably practicable Acquiror will request in connection with the foregoing. In addition, each of the parties hereto shall consult with the Company onother with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all the filings made by such party with any third party or any other information relating supplied by such party to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or a third party in connection with the Merger this Agreement and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon Each of the terms and subject to the conditions set forth in this Agreement, Acquiror agrees to parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerOffer, the Merger and the other Transactions, including using reasonable best efforts to (i) make preparing and filing as soon as practicable after the date hereof all required Antitrust Filings andforms, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings notices required to be filed to consummate the Transactions and take all reasonable steps taking such actions as may be are reasonably necessary to obtain an approval any requisite approvals, consents, Orders, exemptions or waiver from, or to avoid an action or proceeding by, waivers by any Governmental AuthorityAuthority or other third party, including filings pursuant to the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, of any form or report required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters), other applicable Antitrust Laws, and with the NYSE or NASDAQ, (ii) cooperate with the Company to determine an appropriate process to identify any obtaining all necessary consents, approvals approvals, authorizations or waivers from third parties necessary to consummate the Mergerand providing any further information as may be required by such third parties, (iii) subject to Section 6.2(d), defend defending any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties Actions challenging this Agreement or the consummation of the MergerOffer, the Merger or the other Transactions, including promptly seeking to have vacated or reversed any stay Order that would restrain, prevent or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, delay the Closing and (iv) execute the execution and deliver delivery of any additional instruments reasonably necessary to consummate the MergerOffer, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating to the exchange of information, the Company shall have the right to review in advance, and to the extent reasonably practicable Acquiror will consult the Company on, all the information relating to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or third party in connection with the Merger and the other transactions contemplated by Transactions and to fully carry out the purposes of this Agreement. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions.

Governmental and Third Party Approvals. Upon Each of the terms Company and subject to the conditions set forth in this Agreement, Acquiror agrees to Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the MergerMerger and the other transactions contemplated hereby, including using reasonable best efforts to (i) make all required Antitrust Filings andpreparing and filing as soon as practicable (which, as reasonably requested by in the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) cooperate with the Company to determine an appropriate process to identify any consents, approvals or waivers from third parties necessary to consummate the Merger, (iii) subject to Section 6.2(d), defend any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties challenging this Agreement or the consummation case of each of the Merger, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, (iv) execute and deliver any additional instruments necessary to consummate the Merger, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect and the FCC Applications, shall be within twenty-five (25) days after the date hereof) all forms, registrations and notices required to be filed prior to the Closing to consummate the transactions contemplated hereby by this Agreement and the taking of such actions as promptly as practicable after are reasonably necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by any Governmental Authority or other third party required to be obtained prior to the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested Closing, including filings pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable the Communications Act or as required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification regulations of any foreign or other Governmental Authorityregulatory matters, (ii) responding as soon promptly as practicable. Subject reasonably practicable to Applicable Law relating to any inquiries received from the exchange of informationFTC, the Company shall have Antitrust Division or the right to review in advanceFCC for additional information or documentary material, (iii) obtaining all necessary consents, approvals, authorizations or waivers from, and to the extent reasonably practicable Acquiror will consult the Company on, all the information relating to Acquiror and its Subsidiaries that appears in any filing made with, or written materials submitted providing notices to, third parties, including providing any Governmental Authority or further information as may be required by such third party party; provided, however, that, in connection with any such approvals, consents, exemptions or waivers from third parties (excluding Governmental Authorities), (x) the parties hereto shall not be required to (and they shall not be required to cause any of their Subsidiaries to) make any material payments or incur any other material Liabilities (including becoming a guarantor of any Contract) and (y) neither the Company nor any of its Subsidiaries shall agree to make any payments or incur any other Liabilities, or make or agree to make any amendment to the terms of any applicable Contract, in order to obtain any such consent, approval, authorization or waiver without the prior written consent of Parent; provided, further, that, except as expressly required by this Agreement, no consent of any third party (excluding Governmental Authorities) shall be a condition to the Closing pursuant to ‎Article VI, (iv) the defending of any Actions challenging this Agreement or the consummation of the Merger or the other transactions contemplated hereby, including seeking to have vacated or reversed any Order that would restrain, prevent or delay the completion of the Merger and (v) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the Merger and the other transactions contemplated by hereby and to fully carry out the purposes of this Agreement. Each of the parties hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to, and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby, including the Merger.

Governmental and Third Party Approvals. Upon (a) No filings with or Consents of any Governmental Authority having jurisdiction over the terms consumer finance, mortgage lending or servicing or insurance businesses conducted by the Company or any of its Subsidiaries (“Financial Services Authorities”) are needed for the lawful consummation of the transactions contemplated under this Agreement by Seller or the Company or any of its Subsidiaries or Purchaser (“Financial Services Consents”), other than (i) the filings and subject to the conditions Consents set forth in this Agreement, Acquiror agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Section 5.4 of the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger, including using reasonable best efforts to (i) make all required Antitrust Filings and, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make all necessary registrations and filings and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental AuthorityCompany Disclosure Schedule, (ii) cooperate with other filings and Consents which, if not made or obtained, would not reasonably be expected to adversely affect in any material respect the Company to determine an appropriate process to identify any consentsand its Subsidiaries, approvals or waivers from third parties necessary to consummate the Mergertaken as a whole, and (iii) subject filings and Consents that are needed solely as a result of facts or circumstances specific to Section 6.2(d), defend any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties challenging this Agreement or Purchaser. (b) Assuming that the consummation Consents referred to in Sections 5.3 and 5.4 of the MergerCompany Disclosure Schedule are made or obtained, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, (iv) execute and deliver any additional instruments necessary to consummate the Merger, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision there is no requirement applicable to the Company or any of its Subsidiaries to obtain any information required under Applicable Law Consent of, or to be included in such Proxy Statement. In furtherance make or effect any declaration, filing or registration with, any Governmental Authority (“Governmental Requirement”) or other Person (“Third-Party Requirement”) for the valid execution and not in limitation delivery by the Company of this Agreement and the foregoingCompany Ancillary Documents, Acquiror shall make an appropriate filing the due performance by the Company of a Notification its obligations hereunder and Report Form pursuant to thereunder or the HSR Act with respect to lawful consummation of the transactions contemplated hereby as promptly as practicable after and thereby, except for (i) any required filing by or on behalf of the Agreement Date “ultimate parent entity” of the Company of notification with the FTC and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to DOJ under the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable “waiting periods under period” thereunder, (ii) the HSR Act, Financial Service Consents and under comparable merger notification regulations of (iii) any foreign or other Governmental AuthorityRequirement which, as soon as practicable. Subject if not satisfied, would not reasonably be expected to Applicable Law relating to the exchange of information, adversely affect in any material respect the Company shall have the right to review in advance, and to the extent reasonably practicable Acquiror will consult the Company on, all the information relating to Acquiror and its Subsidiaries that appears in taken as a whole or any filing made withother Third-Party Requirement which, or written materials submitted toif not satisfied, any Governmental Authority or third party in connection with the Merger and the other transactions contemplated by this Agreementwould not reasonably be expected to have a Material Adverse Effect.

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, Acquiror the Company agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger, the Divestiture and the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) make the obtaining of all required Antitrust Filings and, as reasonably requested by the Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities, make Authorities and the making of all necessary registrations and filings and take the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including all required Antitrust Filings, and (ii) cooperate with the Company to determine an appropriate process to identify any consents, approvals or waivers from third parties necessary to consummate the Merger, (iii) subject to Section 6.2(d), defend any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties challenging this Agreement or the consummation execution and delivery of the Merger, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, (iv) execute and deliver any additional instruments necessary to consummate the Mergertransactions contemplated by, and (v) cooperate with to fully carry out the Company in purposes of, this Agreement and the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the Agreement Date and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act, and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicableDivestiture. Subject to Applicable Law relating to the exchange of information, the Company Acquiror shall have the right to review in advance, and to the extent reasonably practicable Acquiror the Company will consult the Company Acquiror on, all the information relating to Acquiror the Company and its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority or third party in connection with the Merger and Merger, the Divestiture and/or the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the Company agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger and the Divestiture as promptly as practicable, and in any event within ten business days of the date hereof, and to supply to any Governmental Authority as promptly as practicable any additional information and documentary material required under Applicable Law to obtain any necessary approvals of such Governmental Authority in connection with the Merger, the Divestiture and/or the other transactions contemplated by this Agreement (including substantially complying with any Request for Additional Information issued pursuant to applicable antitrust laws) and use its commercially reasonable efforts to take, or cause to be taken, all other actions consistent with this Section 5.6(a) necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable.

Governmental and Third Party Approvals. Upon (a) From the terms and subject to the conditions set forth in date of this Agreement, Acquiror agrees to each parent and Concert BV shall use its reasonable best efforts to takeobtain, or cause in the case of AT&T, the Governmental Approvals set forth in Schedule 6.1(d) with respect to be takenAT&T and, all actionsin --------------- the case of BT, the Governmental Approvals set forth in Schedule 6.2(d) with --------------- respect to BT (collectively, the "Key Governmental Approvals") required for the -------------------------- parents, Concert BV and their Subsidiaries to consummate the transactions contemplated by the Unwind Agreements, and to do, obtain such approvals as is necessary for its independent operation of the AT&T Allocated Business or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger, including using reasonable best efforts to (i) make all required Antitrust Filings andBT Allocated Business, as reasonably requested by the Companycase may be, obtain all other necessary actions or non-actionsprovided, waivershowever, consents and approvals from Governmental Authoritiesthat, make all necessary registrations and filings and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, whether in -------- ------- connection with any discussions with any Governmental Authority, (ii) cooperate Body or in connection with the Company to determine an appropriate process to identify any consents, approvals or waivers from third parties necessary to consummate the Merger, (iii) subject to Section 6.2(d), defend any lawsuits or other legal proceedings, whether judicial or administrative, brought by third parties challenging this Agreement or the consummation of the Merger, including promptly seeking to have reversed any stay or temporary restraining order resulting from such lawsuits or proceedings entered by any court or other Governmental Authority, (iv) execute and deliver any additional instruments necessary to consummate the Merger, and (v) cooperate with the Company in the preparation of the Proxy Statement, including the provision to the Company of any information required under Applicable Law to be included in such Proxy Statement. In furtherance and not in limitation of the foregoing, Acquiror shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act Approval with respect to the transactions contemplated hereby or otherwise, (i) the obligations of the parents to use reasonable best efforts shall not limit or restrict the parents' ability to negotiate any matters that under the terms of any Unwind Agreement remain to be agreed by the parents, and (ii) neither parent shall be required to agree to any important restriction, modification, limitation or reduction of any material provision of this Agreement or any other Unwind Agreement. In addition, each parent will cooperate with and use reasonable commercial efforts to assist the other parent in obtaining the Key Governmental Approvals for which such other parent is responsible; provided that it is agreed that the cost and expense (including any -------- reasonable out-of-pocket cost and expense incurred by the cooperating parent and any allocations of its in-house counsel charges, which shall, in each case, be promptly reimbursed to the cooperating parent) and the responsibility for obtaining such Key Governmental Approvals shall rest with AT&T with respect to the AT&T Governmental Approvals set forth on Schedule 6.1(d) and with BT with --------------- respect to the BT Governmental Approvals set forth on Schedule 6.2(d). --------------- (b) From the date of this Agreement, the parents and Concert BV shall make or cause to be made available all information reasonably requested by the other parent or a parent to permit all necessary filings and notices to the European Commission to be made within one week following the execution of this Agreement or as promptly thereafter as required, and, with respect to filings and notifications in the United States and elsewhere, as promptly as practicable after practicably following the Agreement Date execution hereof, but in any event within sufficient time to enable all relevant filings and notifications to be made without delay and within any prescribed period therefor. The parents and Concert BV shall promptly furnish or cause to be furnished all information and documents reasonably required by the relevant Governmental Bodies, and make or cause to be made available staff to give evidence to such Governmental Bodies, in each case as appropriate in order to obtain its respective Key Governmental Approvals or such approvals as is necessary for its independent operation of the AT&T Allocated Business or BT Allocated Business, as the case may be. (c) At all times prior to the Closing, the parents and Concert BV shall cooperate and coordinate with each other, as appropriate, and subject to confidentiality obligations and Applicable Law, with respect to filings and notifications to Governmental Bodies in connection with obtaining Governmental Approvals for the transactions contemplated hereby and such other approvals as any parent decides is necessary for its independent operation of the AT&T Allocated Business and BT Allocated Business, as the case may be. (d) The parents and Concert BV will cooperate with each other in connection with obtaining all Approvals of non-Governmental Bodies necessary for the parents, Concert BV and their Subsidiaries to consummate the transactions contemplated by the Unwind Agreements; provided, that it is agreed -------- that the cost and expense (including any reasonable out-of-pocket cost or expense incurred by the other parent or the Concert Group in so cooperating (including any allocations of in-house counsel charges), which shall, in each case, be promptly reimbursed to the cooperating parent) and the responsibility of obtaining each such Approval rests with the parent to which the corresponding GV Asset or member of the Concert Group will be transferred at Closing. (e) If, on or prior to the Closing Date, either AT&T or BT is unable to obtain, or to cause to be obtained, any required Approval of a non-Governmental Body or a Governmental Approval necessary to consummate the transactions contemplated hereby and to supply permit AT&T or BT, as promptly as practicable any additional information the case may be, to own and documentary material that may be requested pursuant operate the AT&T Allocated Business or the BT Allocated Business, to the HSR Act extent permitted by Applicable Law, AT&T or BT, as the case may be, may request that the applicable GV Asset not be transferred to it (or its Affiliates) at the Closing as contemplated hereby and to take all other actions reasonably necessary to cause the expiration or termination applicable member of the Concert Group shall hold any Assets not so transferred in trust for the benefit of the applicable waiting periods under the HSR Actparent and its Affiliates and shall continue to be bound by any agreements, leases, licenses and under comparable merger notification regulations of any foreign or other Governmental Authority, as soon as practicable. Subject to Applicable Law relating to the exchange of information, the Company shall have the right to review in advance, and obligations to the extent required by the terms thereof. To the extent permitted by Applicable Law, the applicable member of the Concert Group shall take such actions as reasonably practicable Acquiror will consult requested by AT&T or BT, as the Company oncase may be, at the expense of the requesting party, to give effect to the foregoing provisions and to put the applicable parent and its Affiliates in as nearly equivalent a position as they would be in if the applicable GV Asset had been transferred. Such actions shall include granting a license or indefeasible right of use with respect thereto if requested by AT&T or BT, as the case may be. In addition, AT&T or BT, as the case may be, shall, as agent or subcontractor for the applicable member of the Concert Group pay, perform and discharge fully all the obligations or other Liabilities of such member of the Concert Group with respect to any GV Asset not transferred as a result of the failure to obtain any such Approval or Governmental Approval from and after the Closing Date. AT&T or BT, as the case maybe, shall indemnify such member of the Concert Group, and hold it harmless against any Liabilities arising in connection therewith. The applicable member of the Concert Group shall, without further consideration, pay and remit, or cause to be paid or remitted, to AT&T or BT, as the case may be, promptly all money, rights and other consideration received by it in respect of such performance. If and when any such Approval or Governmental Approval shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated (or if AT&T or BT, as the case may be, agrees to indemnify the applicable member of the Concert Group in respect thereof, upon the earlier request of AT&T or BT, as the case may be) the applicable member of the Concert Group shall thereafter transfer the applicable GV Asset or assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of the information relating Concert Group to Acquiror AT&T or BT, as the case may be, without payment of further consideration and its Subsidiaries that appears in AT&T or BT, as the case may be, shall, without the payment of any filing further consideration, receive and assume such rights and obligations. Except as contemplated hereby, all payments or transfers pursuant to this Section 7.2(e) shall be made withfree and clear of, and without reduction for or written materials submitted toon account of, any Governmental Authority charges, fees, levies, deductions or third party in connection set-offs of any nature or kind. All payments or transfers pursuant to this Section 7.2(e) shall be disregarded for purposes of any calculations or adjustments pursuant to Article IV hereof, and for purposes of such Article IV all such GV Asset transfers and liability transfers shall be deemed to have occurred at Closing. This Section 7.2(e) shall be subject to any provisions specifically dealing with the Merger and subject matter hereof in the other transactions contemplated by this AgreementUnwind Agreements.