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, each of the parties agrees to use 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 Merger and the other transactions contemplated by this Agreement, including (1) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all 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 filings required under the HSR Act, with the 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, (3) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (4) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this 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 each will consult the other on, all the information relating to 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, each of the parties Company agrees to use their 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 and the other transactions contemplated by this AgreementMerger, including using reasonable best efforts to (1i) the obtaining of make all required Antitrust Filings and, as reasonably requested by Acquiror, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of Authorities, make all necessary registrations and filings and the taking of 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, including all filings required under the HSR Act(ii) cooperate with Acquiror to determine an appropriate process to identify any, with the Federal Trade Commission or the United States Department of Justice and thereafter seek to obtain any necessary antitrustso identified, competition or similar laws of any foreign jurisdiction, (2) the obtaining of all necessary consents, approvals or waivers from third partiesparties necessary to consummate the Merger, (3iii) the defending of 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 transactions contemplated by this AgreementMerger, 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 vacated or reversedAuthority, and (4iv) the execution execute and delivery of deliver any additional instruments necessary to consummate the Merger. In furtherance and not in limitation of the foregoing, the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated byhereby 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 to fully carry out the purposes ofunder comparable merger notification regulations of any foreign or other Governmental Authority, this Agreementas soon as practicable. Subject to Applicable Law relating to the exchange of information, the Company and Parent Acquiror shall have the right to review in advance, and to the extent reasonably practicable each the Company will consult the other Acquiror on, all the information relating to 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, each of the parties Acquiror agrees to use their 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 and the other transactions contemplated by this AgreementMerger, including using reasonable best efforts to (1i) make all required Antitrust Filings and, as reasonably requested by the obtaining of Company, obtain all other necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of Authorities, make all necessary registrations and filings and the taking of 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, including all filings required under the HSR Act, (ii) cooperate with the Federal Trade Commission or the United States Department of Justice and Company to determine an appropriate process to identify any necessary antitrust, competition or similar laws of any foreign jurisdiction, (2) the obtaining of all necessary consents, approvals or waivers from third partiesparties necessary to consummate the Merger, (3iii) the defending of 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 transactions contemplated by this AgreementMerger, 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 vacated or reversedAuthority, (iv) execute and (4) the execution and delivery of 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 byhereby 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 to fully carry out the purposes ofunder comparable merger notification regulations of any foreign or other Governmental Authority, this Agreementas soon as practicable. 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 each Acquiror will consult the other Company on, all the information relating to the Company Acquiror 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, each Each of the parties agrees to Parties shall use their 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 Exchange and the other transactions contemplated by this Agreementhereby, including (1i) preparing and filing as soon as practicable after the obtaining of date hereof all necessary actions or non-actionsforms, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of all steps 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 all filings required under pursuant to the HSR Act, with the Federal Trade Commission Act or the United States Department of Justice and as required by any necessary other Governmental Authority relating to antitrust, competition competition, trade, pre-merger notification or similar laws of any foreign jurisdictionother regulatory matters, (2ii) the obtaining of all necessary consents, approvals approvals, authorizations or waivers from from, and providing notices to, third parties, (3) the defending including providing any further information as may be required by such third party; provided, however, that no consent of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or third party (excluding Government Authorities) shall be a condition to the consummation closing of the transactions contemplated by this Agreement, including promptly seeking Agreement pursuant to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedArticle 5, and (4iii) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. Subject to Applicable Law relating Each of the Parties shall submit any notifications required pursuant to the exchange HSR Act no later than 10 Business Days following the date of information, a Specified Termination Event. Each of the Company and Parent Parties hereto shall have the right to review in advance, and furnish to the extent other Parties such necessary information and reasonable assistance as such other Party may reasonably practicable request in connection with the foregoing. In addition, each will of the Parties hereto shall consult with the other onwith 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 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 a third party in connection with the Merger this Agreement 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, each Each of the parties agrees to shall use their 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 and the other transactions contemplated by this Agreementhereby, including (1i) preparing and filing as soon as practicable after the obtaining of date hereof all necessary actions or non-actionsforms, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of all steps 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 all filings required under pursuant to the HSR Act, Act with the United States Federal Trade Commission or and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, of any necessary form or report required by any other Governmental Authority relating to antitrust, competition competition, trade, pre-merger notification or similar laws of any foreign jurisdictionother regulatory matters), (2ii) the obtaining of all necessary consents, approvals approvals, authorizations or waivers from from, and providing notices to, third parties, including providing any further information as may be required by such third party, (3iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated by this AgreementMerger, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedreversed any Order that would restrain, prevent or delay the Closing and (4iv) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. Subject For purposes of clause (ii) of the immediately preceding sentence, as to Applicable Law relating to the exchange of informationReal Property Leases, the Company and Parent 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 request in connection with the foregoing. In addition, each will of the parties hereto shall consult with the other onwith 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 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 a third party in connection with the Merger this Agreement 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, each Each of the parties agrees to Parties shall use their 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 Exchange and the other transactions contemplated by this Agreementhereby, including (1i) preparing and filing as soon as practicable after the obtaining of date hereof all necessary actions or non-actionsforms, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of all steps 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 all filings required under pursuant to the HSR Act, with the Federal Trade Commission Act or the United States Department of Justice and as required by any necessary other Governmental Authority relating to antitrust, competition competition, trade, pre-merger notification or similar laws of any foreign jurisdictionother regulatory matters, (2ii) the obtaining of all necessary consents, approvals approvals, authorizations or waivers from from, and providing notices to, third parties, (3) the defending including providing any further information as may be required by such third party; provided, however, that no consent of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or third party (excluding Government Authorities) shall be a condition to the consummation closing of the transactions contemplated by this Agreement, including promptly seeking Agreement pursuant to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedArticle IV, and (4iii) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. Subject to Applicable Law relating Each of the Parties shall submit any notifications required pursuant to the exchange HSR Act no later than 10 Business Days following the date of information, this Agreement. Each of the Company and Parent Parties hereto shall have the right to review in advance, and furnish to the extent other Parties such necessary information and reasonable assistance as such other Party may reasonably practicable request in connection with the foregoing. In addition, each will of the Parties hereto shall consult with the other onwith 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 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 a third party in connection with the Merger this Agreement 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, each Each of the parties agrees to shall use their 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 Acquisition contemplated hereby, including (i) preparing and filing as soon as practicable after the other date hereof all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement, including (1) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings Agreement and the taking of all steps 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 all filings required under pursuant to the HSR Act, Act with the United States Federal Trade Commission or and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, of any necessary form or report required by any other Governmental Authority relating to antitrust, competition competition, trade, pre-Acquisition notification or similar laws of any foreign jurisdictionother regulatory matters), (2ii) the obtaining of all necessary consents, approvals approvals, authorizations or waivers from from, and providing notices to, third parties, including providing any further information as may be required by such third party, (3iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated by this AgreementAcquisition, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedreversed any Order that would restrain, prevent or delay the Closing and (4iv) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. Subject For purposes of clause (ii) of the immediately preceding sentence, as to Applicable Law relating to the exchange of informationReal Property Leases, the Company and Parent 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 request in connection with the foregoing. In addition, each will of the parties hereto shall consult with the other onwith 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 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 a third party in connection with the Merger this Agreement and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon Except for the terms approvals, filings and subject to the conditions notifications of or with (a) Governmental Authorities that (i) are set forth in this Agreement, each Section 4.5(a) of the parties agrees to use their reasonable best efforts to take, Purchaser Disclosure Letter or cause (ii) the failure of which to be takenobtained, all actions, and to do, made 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 and the other transactions contemplated by this Agreement, including (1) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all 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 filings required under the HSR Act, with the 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, (3) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (4) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this 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 each will consult the other on, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiariesgiven, as the case may be, would not, individually or in the aggregate, have a Purchaser Material Adverse Effect and (b) third parties (other than Governmental Authorities) that appears are set forth in Section 4.5(b) of the Purchaser Disclosure Letter, the execution, delivery and performance by Purchaser and each XXXXX (redacted defined term) Company of this Agreement, and by Purchaser or the applicable Affiliate of Purchaser of any filing made withAncillary Agreement, or written materials submitted toand the performance and consummation of the transactions contemplated hereby and thereby in accordance with the respective terms hereof and thereof, do not and will not (i) require any Governmental Approval to be obtained or made by the XXXXX (redacted defined term) Companies, Purchaser or its applicable Affiliates or (ii) require any Third Party Approval to be obtained or made by the XXXXX (redacted defined term) Companies, Purchaser or its applicable Affiliates. As of the Contract Date, there is no (i) formal investigation or formal inquiry pending by a Governmental Authority responsible for the regulation of insurance companies with respect to the XXXXX (redacted defined term) Companies, Purchaser or third party any of its Affiliates or (ii) Governmental Order imposed by any such Governmental Authority on the XXXXX (redacted defined term) Companies, Purchaser or any of its Affiliates that, in connection with either case, would reasonably be expected to prevent the Merger and XXXXX (redacted defined term) Companies or Purchaser from obtaining the other transactions contemplated by this AgreementGovernmental Approvals listed in Section 4.5(a) of the Purchaser Disclosure Letter.

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to Company and Parent shall use their 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 and the other transactions contemplated hereby, including (i) preparing and filing as soon as practicable (which, in the case of each of the Notification and Report Form pursuant to the HSR Act 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 by this Agreement and the taking of such actions as 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 Closing, including filings pursuant to the HSR Act, the Communications Act or as required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters, (ii) responding as promptly as reasonably practicable to any inquiries received from the FTC, the Antitrust Division or the FCC for additional information or documentary material, (iii) 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, 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, including (1) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all 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 filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice and any necessary antitrust, competition or similar laws no consent of any foreign jurisdictionthird party (excluding Governmental Authorities) shall be a condition to the Closing pursuant to ‎Article VI, (2) the obtaining of all necessary consents, approvals or waivers from third parties, (3iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreementhereby, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedreversed any Order that would restrain, prevent or delay the completion of the Merger and (4v) 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, of this Agreement. Subject to Applicable Law relating Each of the 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, the Company and Parent shall have the right to review in advanceprovide any necessary information with respect to, and to the extent reasonably practicable each will consult provide the other on(or its counsel) copies of, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing filings made with, or written materials submitted to, by such party with any Governmental Authority or third any other information supplied by such party to a Governmental Authority in connection with the Merger this Agreement and the other transactions contemplated by this Agreementhereby, including the Merger.

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Acquiror agrees to use their 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 Merger, the Divestiture and the other transactions contemplated by this Agreement, including (1i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and 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 filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice and any necessary antitrust, competition or similar laws of any foreign jurisdictionAntitrust Filings, (2ii) the obtaining of all necessary consents, approvals or waivers from third parties, (3) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (4iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementAgreement and the Divestiture. 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 each Acquiror will consult the other Company on, all the information relating to the Company Acquiror 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 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 (a) From the terms and subject to the conditions set forth in date of this Agreement, each of the parties agrees to parent and Concert BV shall use their 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 effectiveobtain, in the most expeditious manner practicablecase of AT&T, the Merger Governmental Approvals set forth in Schedule 6.1(d) with respect to AT&T and, in --------------- 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 the other transactions contemplated by this Agreement, including (1) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all 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 filings required under the HSR Act, with the 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, (3) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and (4) the execution and delivery of any additional instruments necessary their Subsidiaries to consummate the transactions contemplated byby the Unwind Agreements, and to fully carry out obtain such approvals as is necessary for its independent operation of the purposes of, this 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 each will consult the other on, all the information relating to the Company and its Subsidiaries AT&T Allocated Business or Parent and its SubsidiariesBT Allocated Business, as the case may be, that appears provided, however, that, whether in -------- ------- connection with any filing made with, or written materials submitted to, discussions with any Governmental Authority Body or third party in connection with any Governmental Approval with respect to the Merger 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 other transactions contemplated by this Agreement.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). ---------------

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to shall use their 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 Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including (1i) preparing and filing as soon as practicable after the obtaining of date hereof all necessary actions or non-actionsforms, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings notices required to be filed to consummate the Transactions and the taking of all steps 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 all filings required under pursuant to the HSR Act, Act with the United States Federal Trade Commission or and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, of any necessary form or report required by any other Governmental Authority relating to antitrust, competition competition, trade, pre-merger notification or similar laws of any foreign jurisdictionother regulatory matters), other applicable Antitrust Laws, and with the NYSE or NASDAQ, (2ii) the obtaining of all necessary consents, approvals approvals, authorizations or waivers from third parties and providing any further information as may be required by such third parties, (3iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated by this AgreementOffer, the Merger or the other Transactions, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedreversed any Order that would restrain, prevent or delay the Closing and (4iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byOffer, the Merger and the other Transactions and to fully carry out the purposes of, of this Agreement. Subject Each of the parties hereto shall furnish to Applicable Law relating to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the exchange foregoing. In addition, each of information, the Company and Parent parties hereto shall have the right to review in advance, and to the extent reasonably practicable each will consult with the other onwith respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing filings made with, or written materials submitted to, by such party with any Governmental Authority or third any other information supplied by such party to a Governmental Authority in connection with the Merger this Agreement and the other transactions contemplated by this AgreementTransactions.

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Company agrees to use their 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 Merger, the Divestiture and the other transactions contemplated by this Agreement, including (1i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and 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 filings required under the HSR Act, with the 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, (3) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedAntitrust Filings, and (4ii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementAgreement and the Divestiture. Subject to Applicable Law relating to the exchange of information, the Company and Parent Acquiror shall have the right to review in advance, and to the extent reasonably practicable each the Company will consult the other Acquiror on, all the information relating to 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 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 the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to Company and Parent shall use their 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 and the other transactions contemplated hereby, including (i) preparing and filing as soon as practicable (which, in the case of each of the Notification and Report Form pursuant to the HSR Act 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 by this Agreement and the taking of such actions as 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 Closing, including filings pursuant to the HSR Act, the Communications Act or as required by any other Governmental Authority relating to antitrust, competition, trade, pre-merger notification or other regulatory matters, (ii) responding as promptly as reasonably practicable to any inquiries received from the FTC, the Antitrust Division or the FCC for additional information or documentary material, (iii) 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, 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, including (1) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all 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 filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice and any necessary antitrust, competition or similar laws no consent of any foreign jurisdictionthird party (excluding Governmental Authorities) shall be a condition to the Closing pursuant to Article VI, (2) the obtaining of all necessary consents, approvals or waivers from third parties, (3iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreementhereby, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedreversed any Order that would restrain, prevent or delay the completion of the Merger and (4v) 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, of this Agreement. Subject to Applicable Law relating Each of the 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, the Company and Parent shall have the right to review in advanceprovide any necessary information with respect to, and to the extent reasonably practicable each will consult provide the other on(or its counsel) copies of, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing filings made with, or written materials submitted to, by such party with any Governmental Authority or third any other information supplied by such party to a Governmental Authority in connection with the Merger this Agreement and the other transactions contemplated by this Agreementhereby, including the Merger.

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to shall use their 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 Company Reclassification, the Auto Conversion, the Contribution and the Split-Off and the other transactions contemplated hereby, including (i) preparing and filing as soon as practicable after the date hereof all applications, forms, registrations and notices required to be filed prior to the Split-Off Closing to consummate the transactions contemplated by this Agreement and the taking of such actions as 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 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) 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, in connection with any such approvals, consents, Orders, 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 payments or incur any other 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 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, including (1) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all 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 filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice and any necessary antitrust, competition or similar laws no consent of any foreign jurisdictionthird party (excluding Government Authorities) shall be a condition to the closing of the transactions contemplated by this Agreement pursuant to Article VI, (2) the obtaining of all necessary consents, approvals or waivers from third parties, (3iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated by this Agreementhereby, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedreversed any Order that would restrain, prevent or delay the completion of the Transactions and (4iv) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. Subject to Applicable Law relating Each of the 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 information, the Company and Parent parties hereto shall have the right to review in advance, and to the extent reasonably practicable each will consult with the other onwith 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 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 a third party in connection with the Merger this Agreement 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, each Each of the parties agrees to shall use their 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 and the other transactions contemplated by this Agreementhereby, including (1i) preparing and filing as soon as practicable after the obtaining of date hereof all necessary actions or non-actionsforms, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of all steps 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 all filings required under pursuant to the HSR Act, Act with the United States Federal Trade Commission or and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, of any necessary form or report required by any other Governmental Authority relating to antitrust, competition competition, trade, pre-merger notification or similar laws of any foreign jurisdictionother regulatory matters) and with the NYSE, (2ii) the obtaining of all necessary consents, approvals approvals, authorizations or waivers from third parties and providing any further information as may be required by such third parties, (3iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated by this AgreementMerger, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedreversed any Order that would restrain, prevent or delay the Closing and (4iv) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. Subject to Applicable Law relating Each of the 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 information, the Company and Parent parties hereto shall have the right to review in advance, and to the extent reasonably practicable each will consult with the other onwith respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing filings made with, or written materials submitted to, by such party with any Governmental Authority or third any other information supplied by such party to a Governmental Authority in connection with the Merger this Agreement and the other transactions contemplated by this Agreement.

Governmental and Third Party Approvals. Upon the terms and subject Subject to the conditions set forth in this AgreementSection 5.5(c), each of the parties agrees to use their reasonable best efforts to 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 Merger and the other transactions contemplated by this Agreementhereby, including (1i) preparing and filing, within 10 Business Days after the obtaining of date hereof, all necessary actions or non-actionsforms, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of all steps 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 all filings required under pursuant to the HSR Act, with the Federal Trade Commission Act or the United States Department of Justice and as required by any necessary other Governmental Authority relating to antitrust, competition competition, trade, pre-merger notification or similar laws of any foreign jurisdictionother regulatory matters, (2ii) the obtaining of all necessary consents, approvals approvals, authorizations or waivers from 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 (3excluding Governmental Authorities) shall be a condition to the closing of the transactions contemplated by this Agreement pursuant to Article VI, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated by this AgreementMerger, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedreversed any Order that would restrain, prevent or delay the Closing and (4iv) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. Subject to Applicable Law relating Each of the 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 information, the Company and Parent parties hereto shall have the right to review in advance, and to the extent reasonably practicable each will consult with the other onwith 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 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 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, each of the parties agrees to use 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 practicableOffer, the Merger and the other transactions contemplated by this Agreementhereby, including (1i) preparing and filing as soon as practicable after the obtaining of date hereof all necessary actions or non-actionsforms, waiversapplications, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may notices required to be necessary filed to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, including all filings required under the HSR Act, with the 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, (3) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of consummate the transactions contemplated by this AgreementAgreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any Governmental Entity or other third party, (ii) obtaining all necessary consents, approvals, authorizations or waivers from, and providing notices to, Governmental Entities or third parties, including promptly seeking to have providing any stay further information as may be required by such Governmental Entity or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, third party and (4iii) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. Subject In furtherance of and not in limitation of the foregoing, each of the parties hereto agrees to Applicable Law relating (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 exchange of information, the Company and Parent shall have the right to review in advance, HSR Act (and to the extent reasonably practicable each will consult the make such other on, all the information relating filings as are required by any foreign Governmental Entity under applicable Antitrust Laws) with respect to the Company and its Subsidiaries or Parent and its SubsidiariesOffer, 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 hereby as promptly as practicable (and in any event within ten (10) Business Days) after the date hereof, (B) supply as promptly as practicable any additional information and documentary material that may be requested 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 AgreementAgreement has not complied with any such request, and (D) use its best efforts to take or cause to be taken all actions 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 the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or 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 foregoing.

Governmental and Third Party Approvals. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to shall use their 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 and the other transactions contemplated by this Agreementhereby, including (1i) preparing and filing as soon as practicable after the obtaining of date hereof all necessary actions or non-actionsforms, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings notices required to be filed prior to the Closing to consummate the transactions contemplated by this Agreement and the taking of all steps 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 all filings required under pursuant to the HSR Act, with the Federal Trade Commission FCC requirements or the United States Department of Justice and as required by any necessary other Governmental Authority relating to antitrust, competition competition, trade, pre-merger notification or similar laws of any foreign jurisdictionother regulatory matters, (2ii) the obtaining of all necessary consents, approvals approvals, authorizations or waivers from 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 (3excluding Government Authorities) shall be a condition to the closing of the transactions contemplated by this Agreement pursuant to Article VI, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated by this AgreementMerger, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversedreversed any Order that would restrain, prevent or delay the Closing and (4iv) the execution and delivery of any additional instruments required by applicable Law necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. Subject to Applicable Law relating Each of the 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 information, the Company and Parent parties hereto shall have the right to review in advance, and to the extent reasonably practicable each will consult with the other onwith 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 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 a third party in connection with the Merger this Agreement and the other transactions contemplated by this Agreement.