Common use of Governmental Approvals; Third Party Consents Clause in Contracts

Governmental Approvals; Third Party Consents. (a) The Company and the Buyer Parties shall cooperate (i) to use reasonable best efforts to make as promptly as practicable all filings and applications with and to, and obtain, as promptly as practicable, all licenses, permits, consents, approvals, authorizations, qualifications and orders of, applicable Governmental Authorities to consummate the transactions contemplated by this Agreement and (ii) to use commercially reasonable efforts to obtain, in form and substance reasonably acceptable to the other, consents from other Persons, if any, listed on Section 2.3 of the Company Disclosure Letter. (b) In furtherance of the provisions set forth in Section 4.4(a), the Company and Buyer shall (i) file or cause to be filed as promptly as practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) all notification and report forms that may be required for the transactions contemplated hereby and thereafter provide as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) include in each such filing, notification and report form referred to in the immediately preceding clause (i) a request for early termination or acceleration of any applicable waiting or review periods. In connection therewith, the Company and Buyer shall (A) furnish to the other party such reasonably necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, (B) subject to applicable Laws, provide the other party with a draft of any filing or submission and a reasonable opportunity to review such draft before making or causing to be made such filing or submission, and consider in good faith the timely offered views of such other party regarding such filing or submission, (C) not extend any applicable waiting or review periods or enter into any agreement with a Governmental Authority to delay or not to consummate the transactions contemplated hereby to be consummated on the Closing Date, except with the prior written consent of the other party, (D) not initiate any substantive contact with any Governmental Authority in respect of any filing or proceeding contemplated by this Section 4.4(b) unless they have engaged in prior consultation with the other party and given the other party the opportunity to participate and (E) keep each other reasonably apprised of the status of any material communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Authority. All filing fees incurred in connection with the HSR Act will be split equally between Buyer and the Company. (c) In furtherance of the provisions set forth in Section 4.4(a), as soon as practicable after the date of this Agreement, but no later than ten (10) Business Days following the execution and delivery of this Agreement, Buyer and the Company shall, and shall cause their respective Subsidiaries to prepare and cooperate in submitting to the FCC applications seeking FCC consent to the transactions contemplated hereby (“FCC Applications”) and all other materials necessary and proper in connection with such FCC Applications. The FCC Applications shall include all necessary applications with the FCC to request consent to the assignment of the FCC licenses and authorizations set forth in Section 4.4(c) of Buyer’s Disclosure Letter to a qualified divestiture trust, in order to comply with the provisions of Section 73.3555(a) of the FCC’s rules (the “Divestiture Application”). Buyer and the Company shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to (i) prosecute the FCC Applications and obtain the FCC Consent as expeditiously as reasonably practicable, including the expeditious submission of any additional information requested by the FCC or required by applicable Law (whether through an amendment to the FCC Applications or otherwise), (ii) to the extent practicable, provide the other party with a reasonable opportunity to review and comment on any proposed submission to the FCC before it is filed, and any communication to the FCC before it is initiated, (iii) provide the other party with copies of any material written communications to or from the FCC with respect to the FCC Applications, and relay the substance of any oral communications from the FCC with respect to the FCC Applications expeditiously upon receipt, (iv) notify the other party or party as soon as reasonably practicable in the event it becomes aware of any other facts or circumstances that directly or indirectly may affect the issuance of the FCC Consent, (v) oppose any petitions to deny or other objections filed with respect to the FCC Applications and any requests for reconsideration or judicial review of the FCC Consent to the extent such petition, objection or request for reconsideration or review relates to such party and (vi) not knowingly take any action that would reasonably be expected to materially delay, materially impede or prevent receipt of the FCC Consent and its becoming a Final Order. Except as otherwise provided in this Agreement, each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of its respective portion(s) of the FCC Applications; however, the fees paid to the FCC in conjunction with the FCC Applications will be split equally between Buyer and the Company. (d) Buyer agrees to take promptly all actions that are necessary or reasonably advisable or as may be required by any Governmental Authority to expeditiously consummate the transactions contemplated by this Agreement, including (A) committing to or effecting, by consent decree, hold separate orders, trust or otherwise, selling, licensing or otherwise divesting of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets or facilities of the Company or any of its Subsidiaries or any entity, facility or asset of Buyer or its Affiliates, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements, in each case so long as such actions would not result in a Material Adverse Effect or a Buyer Material Adverse Effect. In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (e) Anything to the contrary in this Agreement notwithstanding, (i) nothing herein shall obligate or be construed to obligate Buyer, the Company or any of their respective Subsidiaries or Affiliates to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Contract and (ii) neither the Company nor any of its Subsidiaries will be permitted to waive any right, modify any Contract, or offer any accommodation or concession (financial or otherwise) to any third party (other than payments of de minimis amounts) in order to obtain the consent or approval of such third party under any Contract without the consent of Buyer. With respect to any Company Material Contract scheduled as an exception to Section 2.3, the Company, on the one hand, and Buyer, on the other hand, shall each cooperate in good faith and shall use commercially reasonable efforts to obtain any such consent prior to the Closing.

Governmental Approvals; Third Party Consents. (a) The Company and the Buyer Parties shall cooperate (i) to use reasonable best efforts to make as promptly as practicable all filings and applications with and toNo consent, order, authorization or approval or other action by, and obtainno notice to or filing with, as promptly as practicable, all licenses, permits, consents, approvals, authorizations, qualifications and orders of, applicable Governmental Authorities to consummate the transactions contemplated by this Agreement and (ii) to use commercially reasonable efforts to obtain, in form and substance reasonably acceptable to the other, consents from other Persons, if any, listed on Section 2.3 of the Company Disclosure Letter. (b) In furtherance of the provisions set forth in Section 4.4(a), the Company and Buyer shall (i) file or cause to be filed as promptly as practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) all notification and report forms that may be required for the transactions contemplated hereby and thereafter provide as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) include in each such filing, notification and report form referred to in the immediately preceding clause (i) a request for early termination or acceleration of any applicable waiting or review periods. In connection therewith, the Company and Buyer shall (A) furnish to the other party such reasonably necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, (B) subject to applicable Laws, provide the other party with a draft of any filing or submission and a reasonable opportunity to review such draft before making or causing to be made such filing or submission, and consider in good faith the timely offered views of such other party regarding such filing or submission, (C) not extend any applicable waiting or review periods or enter into any agreement with a Governmental Authority to delay or not to consummate the transactions contemplated hereby to be consummated on the Closing Date, except with the prior written consent of the other party, (D) not initiate any substantive contact with any Governmental Authority in respect of or any filing Person (other than prior to the Investment Grade Date, (x) the filings and notices required under or proceeding contemplated by this Section 4.4(b) unless they have engaged in prior consultation with the other party and given the other party the opportunity to participate and (E) keep each other reasonably apprised of the status of any material communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Authority. All filing fees incurred in connection with the HSR Act will be split equally between Buyer Security Documents and (y) other than consents related to any real property interest that is subject to the Company. Third Party Consent Limitation) is required for (ca) In furtherance the ownership, operation and maintenance of the provisions set forth in Section 4.4(a)Borrower’s or its Subsidiaries’ or any Holdco Entity’s Property, as soon as practicable after the date of this Agreement, but no later than ten (10) Business Days following the execution and delivery of this Agreement, Buyer and the Company shall, and shall cause their respective Subsidiaries to prepare and cooperate in submitting to the FCC applications seeking FCC consent to the transactions contemplated hereby (“FCC Applications”) and all other materials necessary and proper in connection with such FCC Applications. The FCC Applications shall include all necessary applications with the FCC to request consent to the assignment of the FCC licenses and authorizations set forth in Section 4.4(c) of Buyer’s Disclosure Letter to a qualified divestiture trust, in order to comply with the provisions of Section 73.3555(a) of the FCC’s rules (the “Divestiture Application”). Buyer and the Company shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to except for (i) prosecute the FCC Applications such consents, orders, authorizations, approvals, other actions, notices and obtain the FCC Consent filings as expeditiously as reasonably practicable, including the expeditious submission of any additional information requested by the FCC have been (or required by applicable Law (whether through an amendment will be prior to the FCC Applications Effective Date) duly obtained, taken, given or otherwise)made and are in full force and effect and with which the Borrower and its Subsidiaries or any Holdco Entity are in compliance in all material respects, or (ii) such consents, orders, authorizations, approvals, other actions, notices and filings for which the failure to the extent practicableobtain, provide the other party with a reasonable opportunity to review and comment on any proposed submission to the FCC before it is filed, and any communication to the FCC before it is initiated, (iii) provide the other party with copies of any material written communications to individually or from the FCC with respect to the FCC Applications, and relay the substance of any oral communications from the FCC with respect to the FCC Applications expeditiously upon receipt, (iv) notify the other party or party as soon as reasonably practicable in the event it becomes aware of any other facts or circumstances that directly or indirectly may affect the issuance of the FCC Consentaggregate, (v) oppose any petitions to deny or other objections filed with respect to the FCC Applications and any requests for reconsideration or judicial review of the FCC Consent to the extent such petition, objection or request for reconsideration or review relates to such party and (vi) could not knowingly take any action that would reasonably be expected to materially delayhave a Material Adverse Effect, materially impede (b) the due execution, delivery and performance by the Borrower or prevent receipt the Guarantors of the FCC Consent and its becoming a Final Order. Except as otherwise provided in 55 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement this Agreement, each party the Notes (if any) or the other Credit Documents, except for such consents, orders, authorizations, approvals, other actions as will be solely responsible for the expenses incurred by it in the preparationobtained, filing and prosecution of its respective portion(s) of the FCC Applications; howevertaken, the fees paid given or made prior to the FCC in conjunction with the FCC Applications will be split equally between Buyer and the Company. (d) Buyer agrees to take promptly all actions that are necessary or reasonably advisable or as may be required by any Governmental Authority to expeditiously consummate the transactions contemplated by this Agreement, including (A) committing to or effecting, by consent decree, hold separate orders, trust or otherwise, selling, licensing or otherwise divesting ofEffective Date, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets or facilities of (c) the Company or any of its Subsidiaries or any entity, facility or asset of Buyer or its Affiliates, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements, in each case so long as such actions would not result in a Material Adverse Effect or a Buyer Material Adverse Effect. In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality consummation of the transactions contemplated hereby or seeks damages in connection therewiththereby. At the time of the making of the Advances, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or Person will be required for the making of, or the use of the proceeds of such Borrowings or, prior to the Investment Grade Date, the parties hereto agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation granting of the transactions contemplated hereby. (e) Anything to Liens under the contrary in this Agreement notwithstanding, (i) nothing herein shall obligate or be construed to obligate Buyer, the Company or any of their respective Subsidiaries or Affiliates to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Contract and (ii) neither the Company nor any of its Subsidiaries will be permitted to waive any right, modify any Contract, or offer any accommodation or concession (financial or otherwise) to any third party Security Documents (other than payments of de minimis amounts) filings and notices required under or in order connection with the Security Documents). Prior to obtain the consent Investment Grade Date, no consent, order, authorization or approval of such third party under any Contract without the consent of Buyer. With respect to any Company Material Contract scheduled as an exception to Section 2.3, the Company, on the one handor other action by, and Buyerno notice to or filing with, on any Governmental Authority or any Person (other than the other hand, shall each cooperate filings and notices required under or in good faith and shall use commercially reasonable efforts to obtain any such consent prior to connection with the ClosingSecurity Documents) is required for the foreclosure or exercise of remedies by the Administrative Agent under the Security Documents.

Governmental Approvals; Third Party Consents. (a) The Company Each of the Sellers and the Buyer Parties shall cooperate (i) to use reasonable best efforts to make as promptly as practicable all filings and applications with and to, and obtain, as promptly as practicable, obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of, applicable Governmental Authorities necessary or advisable under applicable Law to consummate and make effective the transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of the Sellers and Buyer shall (i) make, as promptly as reasonably practicable, and in any event within ten (10) Business Days of the date of this Agreement, an appropriate filing of a “Notification and Report Form” pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and (ii) submit to the European Commission as promptly as reasonably practicable, and in any event within five (5) Business Days of (A) the date of this Agreement a draft Short Form CO and (B) the date on which all questions of the European Commission with respect to such draft Short Form CO are finally resolved, a final Short Form CO. Each of the Sellers and Buyer shall supply as promptly as practicable any additional information and documentary material that may be reasonably requested pursuant to the foregoing, including any information, documentation, other material or testimony that may be requested by a Governmental Authority with respect to any controlling person of Buyer, and use commercially reasonable best efforts to obtaintake all other actions necessary to cause the expiration or termination of the applicable waiting periods or the obtainment of approvals, in form consents and substance reasonably acceptable authorizations regarding the foregoing as soon as practicable. The Sellers and Buyer shall each request early termination of the waiting period with respect to the other, consents from other Persons, if any, listed on Section 2.3 of transactions contemplated by this Agreement under the Company Disclosure LetterHSR Act. (bc) In furtherance Except as prohibited by applicable Law or Order, each of the provisions set forth in Section 4.4(a), the Company Sellers and Buyer shall (i) file or cause to be filed as promptly as practicable, but in no event later than ten (10) Business Days following the execution cooperate and delivery of this Agreement, consult with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) all notification and report forms that may be required for the transactions contemplated hereby and thereafter provide as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) include in each such filing, notification and report form referred to in the immediately preceding clause (i) a request for early termination or acceleration of any applicable waiting or review periods. In connection therewith, the Company and Buyer shall (A) furnish to the other party such reasonably necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of any filing or submission that is necessary under with a Governmental Authority in connection with the HSR Acttransactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, (B) subject to applicable Lawsincluding any proceeding initiated by a private party, provide including by allowing the other party with a draft of any filing or submission and a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) promptly inform the other party of (and, if in writing, supply to the other party) any substantive communication received by such draft before making party from, or causing given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other similar Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement, (iii) consult with each other and take into account each other’s position prior to be made such filing taking any material position with respect to the filings under the HSR Act or submissionany other Competition Law and in discussions with any Governmental Authority, (iv) permit the other to review and discuss in advance, and consider in good faith the timely offered views of such the other party regarding such filing in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act or submissionany other Competition Law, (Cv) coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Authority relating to this Agreement or the transactions contemplated hereby under the HSR Act or any other Competition Law and (vi) not stay, toll or extend any applicable waiting period under the HSR Act or review periods any other Competition Law, enter into any timing agreement with any Governmental Authority related to an investigation of the transactions contemplated by this Agreement, or enter into any agreement with a any Governmental Authority to delay that would bind or commit the parties not to consummate the transactions contemplated hereby to be consummated on the Closing Date, by this Agreement except with the prior written consent of the other party. (d) Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, (Di) not initiate neither the Sellers nor Buyer shall participate in or attend any meeting, or engage in any substantive contact conversation, with any Governmental Authority in respect of any filing or proceeding the transactions contemplated by this Agreement (including with respect to any of the actions referred to in Section 4.4(b4.3(a)) unless they have engaged in prior consultation with without the other party party, (ii) each of the Sellers and given Buyer shall give the other party the opportunity to participate reasonable prior notice of any such meeting or conversation and (Eiii) in the event either the Sellers or Buyer is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating in or attending any such meeting or engaging in any such conversation, the participating or attending party shall keep each other the non-participating or non-attending, as the case may be, party reasonably apprised of the status of any material communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Authority. All filing fees incurred in connection with the HSR Act will be split equally between Buyer and the Companyrespect thereto. (ce) In furtherance Notwithstanding anything to the contrary in this Section 4.3, each of the provisions set forth in Section 4.4(a), as soon as practicable after the date of this Agreement, but no later than ten (10) Business Days following the execution and delivery of this Agreement, Buyer and the Company shall, and parties hereto shall cause their respective Subsidiaries to prepare and cooperate in submitting to the FCC applications seeking FCC consent to the transactions contemplated hereby (“FCC Applications”) and all other materials necessary and proper in connection with such FCC Applications. The FCC Applications shall include all necessary applications with the FCC to request consent to the assignment of the FCC licenses and authorizations set forth in Section 4.4(c) of Buyer’s Disclosure Letter to a qualified divestiture trust, in order to comply with the provisions of Section 73.3555(a) of the FCC’s rules (the “Divestiture Application”). Buyer and the Company shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to (i) prosecute the FCC Applications take any action to avoid or eliminate each and obtain the FCC Consent as expeditiously as reasonably practicable, including the expeditious submission of every impediment that may be asserted by any additional information requested by the FCC or required by applicable Law (whether through an amendment to the FCC Applications or otherwise), (ii) to the extent practicable, provide the other party with a reasonable opportunity to review and comment on any proposed submission to the FCC before it is filed, and any communication to the FCC before it is initiated, (iii) provide the other party with copies of any material written communications to or from the FCC Governmental Authority with respect to the FCC Applications, and relay transactions contemplated by this Agreement under the substance of HSR Act or any oral communications from other Competition Law so as to enable the FCC with respect Closing to the FCC Applications expeditiously upon receipt, (iv) notify the other party or party occur as soon as reasonably practicable and in any event before the event it becomes aware End Date, including but not limited to (i) the prompt use of its best efforts to obtain and maintain all approvals, consents, authorizations or other confirmations required to be obtained from any other facts or circumstances that directly or indirectly may affect the issuance of the FCC ConsentGovernmental Authority, (vii) oppose avoiding the entry of, or effecting the dissolution of, any petitions to deny permanent, preliminary or other objections filed with respect to the FCC Applications and any requests for reconsideration or judicial review of the FCC Consent to the extent such petition, objection or request for reconsideration or review relates to such party and (vi) not knowingly take any action temporary Order that would reasonably be expected to materially delay, materially impede restrain, prevent, enjoin or prevent receipt otherwise prohibit consummation of the FCC Consent and its becoming a Final Order. Except as otherwise provided in this Agreement, each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of its respective portion(s) of the FCC Applications; however, the fees paid to the FCC in conjunction with the FCC Applications will be split equally between Buyer and the Company. (d) Buyer agrees to take promptly all actions that are necessary or reasonably advisable or as may be required by any Governmental Authority to expeditiously consummate the transactions contemplated by this Agreement, including including, with respect to the Buyer, (A) committing to or effecting, the proffer and agreement by consent decree, hold separate orders, trust or otherwise, selling, licensing or otherwise divesting of, or holding separate and agreeing Buyer of its willingness to sell, lease, license or otherwise dispose of, any entitiesor hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, categories of assets or facilities businesses or other operations or interests therein of the Company Buyer or any of its Subsidiaries or any entity(including, facility or asset of Buyer or its Affiliatesafter the Closing, the Transferred Companies and their respective Subsidiaries) (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto) and (B) terminating, amending or assigning existing relationships the proffer and contractual rights and obligations (other than terminations that would result in a breach agreement by Buyer of a contractual obligation its willingness to a third party) and (C) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or take such other agreement with a third party) actions, and entering promptly to effect such other actions (and the entry into such new licenses or other agreementsagreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto), in each case so long as if such actions action would not result be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any Litigation by any Governmental Authority in a Material Adverse Effect any forum or a Buyer Material Adverse Effect. In (y) issuance of any Order or other decision that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the event transactions contemplated by this Agreement by any claimGovernmental Authority and (iii) the defense through litigation on the merits of any claim asserted in any court, action, suit, investigation agency or other proceeding by any Person, including any Governmental Authority Authority, seeking to delay, restrain prevent, enjoin or other Person is commenced which questions the validity or legality otherwise prohibit consummation of the transactions contemplated hereby by this Agreement and to promptly take, in the event that any permanent, preliminary or seeks damages temporary Order is entered or issued, or becomes reasonably foreseeable to be entered or issued, in connection therewithany proceeding or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with its terms unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the parties hereto transactions contemplated by this Agreement, any and all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened Order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. Nothing in this Section 4.3(e) shall obligate Buyer to agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation any divestitures or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to remedy not conditioned on the consummation of the transactions contemplated herebyby this Agreement. Buyer shall pay any and all filing fees incurred in connection with any filings by the parties relating to the transactions contemplated by this Agreement under the HSR Act and any other Competition Law. Buyer shall not, nor shall it permit any of its Affiliates to, without the prior written consent of the Sellers, take any action, omit to take any action or enter into any transaction that could reasonably be expected to impair, significantly delay, prejudice or prevent expiration or termination of the applicable waiting periods or the obtainment of approvals, consents and authorizations from any Governmental Authority before the End Date. (ef) Anything Each of the Sellers and Buyer shall reasonably cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement notwithstandingAgreement, (i) nothing herein shall obligate or be construed to obligate Buyer, the Company Sellers or any of its Affiliates (including the Transferred Companies and their respective Subsidiaries or Affiliates Subsidiaries) to (i) make, or to cause to be made, any payment to any third party Person, (ii) commence any action, suit or other legal proceeding or (iii) offer to grant any accommodation (financial or otherwise) to any third Person in each case in order to obtain the consent or approval of such third party Person under any Contract and (ii) neither the Company nor any of its Subsidiaries will be permitted to waive any right, modify any Contract, or offer any accommodation or concession (financial or otherwise) to any third party (other than payments of de minimis amounts) in order to obtain the consent or approval of such third party under any Contract without the consent of Buyer. With respect to any Company Material Contract scheduled as an exception to Section 2.3, the Company, on the one hand, and Buyer, on the other hand, shall each cooperate in good faith and shall use commercially reasonable efforts to obtain any such consent prior to the Closingor Real Property Lease.

Governmental Approvals; Third Party Consents. (a) The Company Sellers and the Buyer Parties shall cooperate (i) cooperate to use reasonable best efforts to make as promptly as practicable make, in the most expeditious manner practicable, all filings and applications with and to, and obtain, as promptly as practicable, obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders Orders of, applicable Governmental Authorities to consummate the transactions contemplated by this Agreement and (ii) to use commercially reasonable best efforts to obtain, in form and substance reasonably acceptable to the other, obtain consents from other PersonsPersons reasonable or necessary under Contract, if anyor the applicable Law governing such Contract, in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including any such consents listed on or referenced in Section 2.3 of the Company Seller Disclosure Letter; provided, that in obtaining any such consent, unless required by the applicable agreement neither Sellers nor Buyer shall be obligated to (i) pay or commit to pay to such Person whose consent is being solicited any cash or other consideration (other than filing/application fees and similar charges imposed by any Governmental Authority), and (ii) make any commitment or incur any liability or other obligation due to such Person (and Sellers shall not make any such commitment or incur any liability or other obligation due to such Person that is binding upon the Companies, the Transferred Subsidiaries or the Business, without Buyer’s written consent). In furtherance of the foregoing, Buyer agrees to provide such information in its possession or within its control as to financial capability, resources and creditworthiness as may be reasonably requested by any Government Authority whose consent or approval is sought hereunder. (b) In furtherance of the provisions set forth in Section 4.4(a4.3(a), the Company (i) Sellers and Buyer shall (i) file or cause to be filed (x) as promptly as practicable, but in no event later than ten (10) Business Days following after the execution and delivery of this Agreementdate hereof, with the United States Federal Trade Commission (the “FTC”) and ), the United States Department of Justice (the “DOJ”) all notification and report forms that may be required pursuant to the HSR Act, and (y) within fifteen (15) Business Days after the date hereof, a pre-notification filing under any other applicable Law referred to in Section 2.2(b)(ii) of the Seller Disclosure Letter or Section 3.2(b)(ii) of the Buyer Disclosure Letter, as applicable, for the transactions contemplated hereby hereby, and thereafter provide as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act therewith, and (ii) include in each such filing, notification and report form referred to in the immediately preceding clause (i) a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Competition Law or other applicable Law. In connection therewith, the Company Sellers and Buyer shall (A) furnish to the other party such reasonably necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR ActAct and other Competition Laws, (B) subject to applicable Laws, provide the other party with a draft of any filing or submission and a reasonable opportunity to review such draft before making or causing to be made such filing or submission, and consider in good faith the timely offered views of such other party regarding such filing or submissionsubmission (excluding information not customarily shared by parties in transactions of this nature), (C) not extend any applicable waiting or review periods periods, withdraw any such filing or application or enter into any agreement with a Governmental Authority to delay or not to consummate the transactions contemplated hereby to be consummated on the Closing Date, except with the prior written consent of the other party, (D) not initiate have any substantive contact with any Governmental Authority in respect of any filing or proceeding contemplated by this Section 4.4(b4.3(b) unless they have engaged in prior consultation with the other party and and, to the extent permitted by such Governmental Authority, given the other party the reasonable opportunity to participate and (E) keep each other reasonably apprised of the status of any material communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Authority. All filing fees incurred in connection with the HSR Act will be split equally between Buyer and the Company. (c) In furtherance of the provisions set forth in Section 4.4(a), as soon as practicable after the date of this Agreement, but no later than ten (10) Business Days following the execution Buyer further agrees to use its reasonable best efforts to avoid or eliminate each and delivery of this Agreement, Buyer and the Company shall, and shall cause their respective Subsidiaries to prepare and cooperate in submitting to the FCC applications seeking FCC consent every impediment that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby (“FCC Applications”) and all by this Agreement under the HSR Act or any other materials necessary and proper in connection with such FCC Applications. The FCC Applications shall include all necessary applications with applicable Competition Law or other Law so as to enable the FCC Closing to request consent to the assignment of the FCC licenses and authorizations set forth in Section 4.4(c) of Buyer’s Disclosure Letter to a qualified divestiture trust, in order to comply with the provisions of Section 73.3555(a) of the FCC’s rules (the “Divestiture Application”). Buyer and the Company shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to (i) prosecute the FCC Applications and obtain the FCC Consent as expeditiously as reasonably practicable, including the expeditious submission of any additional information requested by the FCC or required by applicable Law (whether through an amendment to the FCC Applications or otherwise), (ii) to the extent practicable, provide the other party with a reasonable opportunity to review and comment on any proposed submission to the FCC before it is filed, and any communication to the FCC before it is initiated, (iii) provide the other party with copies of any material written communications to or from the FCC with respect to the FCC Applications, and relay the substance of any oral communications from the FCC with respect to the FCC Applications expeditiously upon receipt, (iv) notify the other party or party occur as soon as reasonably practicable (and in any event prior to the event it becomes aware End Date), including the prompt use of its reasonable best efforts to avoid the entry of, or to effect the dissolution of, any other facts permanent, preliminary or circumstances that directly or indirectly may affect the issuance of the FCC Consent, (v) oppose any petitions to deny temporary injunction or other objections filed with respect to the FCC Applications and any requests for reconsideration or judicial review of the FCC Consent to the extent such petition, objection or request for reconsideration or review relates to such party and (vi) not knowingly take any action Order that would reasonably be expected to materially delay, materially impede restrain, prevent, enjoin or prevent receipt otherwise prohibit consummation of the FCC Consent and its becoming a Final Order. Except as otherwise provided in this Agreement, each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of its respective portion(s) of the FCC Applications; however, the fees paid to the FCC in conjunction with the FCC Applications will be split equally between Buyer and the Company. (d) Buyer agrees to take promptly all actions that are necessary or reasonably advisable or as may be required by any Governmental Authority to expeditiously consummate the transactions contemplated by this Agreement; provided, including (A) committing to or effectinghowever, by consent decree, hold separate orders, trust or otherwise, selling, licensing or otherwise divesting of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets or facilities of the Company or any of its Subsidiaries or any entity, facility or asset of Buyer or its Affiliates, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) and (C) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements, in each case so long as such actions would not result in a Material Adverse Effect or a Buyer Material Adverse Effect. In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (e) Anything to the contrary nothing in this Agreement notwithstanding, shall obligate Buyer to (i) nothing herein shall obligate litigate or be construed otherwise contest any Litigation or Order or the entry of any Order seeking to obligate Buyerdelay, the Company restrain, prevent, enjoin or any of their respective Subsidiaries or Affiliates to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval otherwise prohibit consummation of such third party transactions under any Contract and Competition Law or (ii) neither the Company nor any of its Subsidiaries will be permitted to waive any right, modify any Contract, or offer any accommodation or concession (financial or otherwise) agree to any third party (other than payments divestitures of de minimis amounts) in order to obtain the consent any product lines, categories of assets or approval of such third party under any Contract without the consent of Buyer. With respect to any Company Material Contract scheduled as an exception to Section 2.3, the Company, on the one hand, and Buyer, on the other hand, shall each cooperate in good faith and shall use commercially reasonable efforts to obtain any such consent prior to the Closingbusinesses or operations.

Governmental Approvals; Third Party Consents. (a) The Company and Each of the Buyer Parties parties shall cooperate (i) to use its reasonable best efforts to take, or cause to be taken, all appropriate action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable all filings practicable. In furtherance of the foregoing, Seller and applications with and to, and obtainBuyer agree to (i) make, as promptly as practicable, all filings and applications (including draft filings and applications) with and to, and seek to obtain all licenses, permitsPermits, consents, approvals, authorizations, qualifications and orders of, applicable Governmental Authorities to consummate the transactions contemplated by this Agreement and (ii) to use commercially reasonable efforts to obtain, in form and substance reasonably acceptable to the other, obtain consents from other Persons, if any, listed on Section 2.3 of the Company Seller Disclosure Letter. In furtherance of the foregoing, Buyer agrees to provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority or such other Person whose consent or approval is sought hereunder or under an Ancillary Agreement. (b) In furtherance of the provisions set forth in Section 4.4(a)4.3, the Company Seller and Buyer shall (i) (A) file or cause to be filed as promptly as practicable, but in no event later than ten (10) Business Days following the execution a Notification and delivery of this Agreement, Report Form with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) all notification and report forms that may be required for the transactions contemplated hereby and thereafter provide as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable following the date hereof, but in no event later than 10 Business Days following the execution and delivery of this Agreement (ii) unless a later period is agreed to in writing by both Buyer and Seller), and to include in each such filing, notification Notification and report form referred to in the immediately preceding clause (i) Report Form a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the HSR Act and (B) file or cause to be filed any other notification and report forms with other applicable Governmental Authorities that may be required pursuant to applicable Competition Laws with respect to the transactions contemplated hereby as promptly as practicable following the date hereof, but in no event later than 10 Business Days following the execution and delivery of this Agreement (unless a later period is agreed to in writing by both Buyer and Seller), and to include in such filing, notification and report form a request for early termination or acceleration of any applicable waiting or review periods, to the extent available under the applicable Competition Law, (ii) file or cause to be filed the Communications Authorizations Filings necessary to obtain any Communications Authorizations Consents with respect to the transactions contemplated hereby as promptly as practicable following the date hereof, but in no event later than 10 Business Days following the execution and delivery of this Agreement (unless a later period is agreed to in writing by both Buyer and Seller) and (iii) thereafter provide as promptly as reasonably practicable any supplemental information requested in connection with the HSR Act, any other Competition Law and the Communications Authorizations Filings. In connection therewith, the Company Seller and Buyer shall (Av) furnish to the other party such reasonably necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of any filing or submission that is necessary necessary, proper or advisable under the HSR Act, (B) subject to applicable other Competition Laws, the Communications Act or the rules and regulations of the FCC or the Communications Authorizations Filings, (w) provide the each other party with a draft of any filing or submission advance copies and a reasonable opportunity to review such draft before making or causing to be made such filing or submissioncomment on, and consider in good faith the timely offered views of such the other party regarding in connection with, all material filings (excluding the notification and report form under the HSR Act), notifications, analyses, appearances, presentations, memoranda, briefs, arguments, advocacy submissions, white papers and opinions proposed to be made or submitted by or on behalf of any party to, or proposed understandings, commitments or agreements with, Governmental Authorities relating to such filing or submissionapplications, notifications and filings; provided that the materials required to be provided pursuant to this Section 4.3 may be redacted (A) to remove references concerning the valuation of the Business, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and(D) as necessary to address reasonable privilege or confidentiality concerns, and each party may reasonably designate any competitively sensitive material provided to the other as “Outside Counsel Only,” (x) not extend any applicable waiting or review periods or enter into any agreement with a Governmental Authority to delay or not to consummate the transactions contemplated hereby to be consummated on the Closing Date, except with the prior written consent of the other party, which shall not be unreasonably withheld, (Dy) not initiate have any substantive contact with any Governmental Authority in respect of any filing or proceeding contemplated by this Section 4.4(b4.3(b) unless they have engaged in prior consultation with the other party and and, to the extent permitted by such Governmental Authority, given the other party the opportunity to participate and (Ez) keep promptly notify each other, and if in writing, furnish the other reasonably apprised party with copies (or, in the case of oral communications, advise the status other) of any material communications withcommunications, and any inquiries filings or requests for additional information from, correspondence from or to the FTC, the DOJ DOJ, the FCC and any other applicable Governmental Authority. All filing fees incurred in connection with the HSR Act will be split equally between Buyer and the Company, whether foreign or domestic. (c) In furtherance of Buyer further agrees to take any action to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the provisions set forth in Section 4.4(a), transactions contemplated by this Agreement so as to enable the Closing to occur as soon as practicable after reasonably possible following the date of this AgreementAgreement and to avoid the entry of, but no later than ten (10) Business Days following or to effect the execution and delivery of this Agreementdissolution of, Buyer and the Company shallany permanent, and shall cause their respective Subsidiaries to prepare and cooperate in submitting to the FCC applications seeking FCC consent to the transactions contemplated hereby (“FCC Applications”) and all other materials necessary and proper in connection with such FCC Applications. The FCC Applications shall include all necessary applications with the FCC to request consent to the assignment of the FCC licenses and authorizations set forth in Section 4.4(c) of Buyer’s Disclosure Letter to a qualified divestiture trust, in order to comply with the provisions of Section 73.3555(a) of the FCC’s rules (the “Divestiture Application”). Buyer and the Company shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to (i) prosecute the FCC Applications and obtain the FCC Consent as expeditiously as reasonably practicable, including the expeditious submission of any additional information requested by the FCC preliminary or required by applicable Law (whether through an amendment to the FCC Applications or otherwise), (ii) to the extent practicable, provide the other party with a reasonable opportunity to review and comment on any proposed submission to the FCC before it is filed, and any communication to the FCC before it is initiated, (iii) provide the other party with copies of any material written communications to or from the FCC with respect to the FCC Applications, and relay the substance of any oral communications from the FCC with respect to the FCC Applications expeditiously upon receipt, (iv) notify the other party or party as soon as reasonably practicable in the event it becomes aware of any other facts or circumstances that directly or indirectly may affect the issuance of the FCC Consent, (v) oppose any petitions to deny temporary injunction or other objections filed with respect to the FCC Applications and any requests for reconsideration order, decree, decision, determination or judicial review of the FCC Consent to the extent such petition, objection or request for reconsideration or review relates to such party and (vi) not knowingly take any action judgment that would reasonably be expected to materially delay, materially impede restrain, prevent, enjoin or prevent receipt otherwise prohibit consummation of the FCC Consent and its becoming a Final Order. Except as otherwise provided in this Agreement, each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of its respective portion(s) of the FCC Applications; however, the fees paid to the FCC in conjunction with the FCC Applications will be split equally between Buyer and the Company. (d) Buyer agrees to take promptly all actions that are necessary or reasonably advisable or as may be required by any Governmental Authority to expeditiously consummate the transactions contemplated by this Agreement, including (Ai) committing the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to or effectingdelay, by consent decreerestrain, hold separate ordersprevent, trust or otherwise, selling, licensing enjoin or otherwise divesting ofprohibit consummation of such transactions, or holding separate (ii) the proffer and agreeing agreement by Buyer of its willingness to sell, lease, license or otherwise dispose of, any entitiesor hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, categories of assets or facilities businesses or other operations or interests therein of the Company Buyer or any of its Subsidiaries or any entity(including the Target Companies) (and the entry into agreements with, facility or asset of Buyer or its Affiliatesand submission to orders of, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third partythe relevant Governmental Authority giving effect thereto) and (Ciii) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach the proffer and agreement by Buyer of a license or its willingness to take such other agreement with a third party) actions (including to agreeing to so-called behavioral remedies), and entering promptly to effect such other actions (and the entry into such new licenses or other agreementsagreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto), in each case so long as if such actions action should be reasonably necessary, proper or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (1) commencement of any proceeding in any forum or (2) issuance of any order, decree, decision, determination or judgment that would not result in a Material Adverse Effect delay, restrain, prevent, enjoin or a Buyer Material Adverse Effect. In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality otherwise prohibit consummation of the transactions contemplated hereby by this Agreement by any Governmental Authority. Nothing in this Section 4.3 shall obligate Buyer or seeks damages in connection therewith, the parties hereto any of its Affiliates to (x) agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation any divestitures or other proceeding andremedies not conditioned on the consummation of the Closing or (y) take any action (or refrain from such action) or agree to any term, condition, or limitation (including with respect to the operation of the Business or the business of Buyer Group) that would or would reasonably be expected to, individually or in the aggregate, materially and adversely affect the value of the Target Companies and Buyer Group, taken as a whole. Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or equity interests, if the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to: (1) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (2) materially increase the risk of any Governmental Authority seeking or entering an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to prohibiting the consummation of the transactions contemplated herebyby this Agreement; (3) materially increase the risk of not being able to remove any such order on appeal or otherwise; or (4) materially delay or prevent the consummation of the transactions contemplated by this Agreement. (ed) Anything to the contrary Notwithstanding anything in this Agreement notwithstandingto the contrary, (i) nothing herein shall obligate or be construed to obligate Buyer, the Company Seller or any of their respective Subsidiaries or Seller’s Affiliates to make, or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Contract and (ii) neither the Company nor any of its Subsidiaries will be permitted to waive any right, modify any Material Contract, or offer any accommodation or concession (financial or otherwise) to any third party (other than payments of de minimis amounts) in order to obtain the consent or approval of such third party under any Contract without the consent of Buyer. With respect to any Company Material Contract scheduled as an exception for which any consent is required in connection with the transactions contemplated hereby and such consent has not been obtained prior to Section 2.3the Closing, the Company(i) Seller, on the one hand, and Buyer, on the other hand, shall each cooperate in good faith and shall use commercially reasonable best efforts to obtain any such consent prior after the Closing until either such consent has been obtained or Seller determines, in good faith, that such consent cannot reasonably be obtained (provided that Seller may not make such a determination until 12 months following the Closing Date) and (ii) Seller shall use reasonable best efforts to provide Buyer with the same benefits arising under such Material Contract, including performance by Seller (through Buyer as agent if legally and commercially feasible); provided that Buyer shall provide Seller with such access to the Closingpremises, books and records and personnel of Buyer as is reasonably necessary to enable Seller to perform its obligations under such Material Contract, and Buyer shall pay or satisfy the corresponding liabilities and other obligations for the enjoyment of such benefits. Anything to the contrary in this Agreement notwithstanding, Buyer agrees that, except as set forth in this Section 4.3(d), neither Seller nor any of its Affiliates shall have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any such consent and no representation, warranty or covenant herein shall be breached or deemed breached, no condition shall be deemed not satisfied and no termination right shall be deemed triggered as a result of such failure. (e) Buyer shall use its reasonable best efforts, during the pendency of the Chapter 11 Cases until the Closing Date to (i) keep Seller promptly apprised of all material developments and filings made with respect to the Bankruptcy Court Order and the DIP Order in the Chapter 11 Cases that are reasonably related to the transactions contemplated by this Agreement and the Ancillary Agreements, including by providing Seller and its Representatives advance notice of and a reasonable opportunity to comment on (which comments shall be considered in good faith) any material filings made by Buyer in the Chapter 11 Cases that relate to the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) comply in all material respects with the Bankruptcy Court Order, the DIP Order, and any other Orders of the Bankruptcy Court to the extent applicable to the transactions contemplated by this Agreement and the Ancillary Agreements, and (iii) respond to and seek to resolve as promptly as practicable any objections asserted by any Person with respect to the Bankruptcy Court Order or the DIP Order that are reasonably related to the transactions contemplated by this Agreement and the Ancillary Agreements. Without the prior written consent of Seller, Buyer shall not seek (or assist any other Person in seeking) to alter or enjoin the terms of the Bankruptcy Court Order or the DIP Order that are reasonably related to the transactions contemplated by this Agreement and the Ancillary Agreements.

Governmental Approvals; Third Party Consents. (a) The Company Seller and the Buyer Parties shall cooperate and use commercially reasonable efforts (i) to use reasonable best efforts to make as promptly as practicable make, in the most expeditious manner practicable, all filings and applications with and to, and obtain, as promptly as practicable, obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of, applicable Governmental Authorities to consummate the transactions contemplated by this Agreement and (ii) to use commercially reasonable efforts to obtain, in form and substance reasonably acceptable to the other, obtain consents from other Persons, if any, listed on Section 2.3 of the Company Seller Disclosure Letter. In furtherance of the foregoing, Buyer agrees to provide such information as to financial capability, resources and creditworthiness as may be reasonably requested by any Person whose consent or approval is sought hereunder. (b) In furtherance of the provisions set forth in Section 4.4(a4.3(a), the Company Seller and Buyer shall (i) file or cause to be filed as promptly as practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, with the United States Federal Trade Commission (the “FTC”) and ), the United States Department of Justice (the “DOJ”) and any other applicable Governmental Authority all notification and report forms that may be required for the transactions contemplated hereby and thereafter provide as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) include in each such filing, notification and report form referred to in the immediately preceding clause (i) a request for early termination or acceleration of any applicable waiting or review periods. In connection therewith, the Company Seller and Buyer shall (Ai) furnish to the other party such reasonably necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, (Bii) subject to applicable Laws, provide the other party with a draft of any filing or submission and a reasonable opportunity to review such draft before making or causing to be made such filing or submission, and consider in good faith the timely offered views of such other party regarding such filing or submission, (Ciii) not extend any applicable waiting or review periods or enter into any agreement with a Governmental Authority to delay or not to consummate the transactions contemplated hereby to be consummated on the Closing Date, except with the prior written consent of the other party, (Div) not initiate have any substantive contact with any Governmental Authority in respect of any filing or proceeding contemplated by this Section 4.4(b4.3(b) unless they have engaged in prior consultation with the other party and and, to the extent permitted by such Governmental Authority, given the other party the opportunity to participate and (Ev) keep each other reasonably apprised of the status of any material communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Authority. All filing fees incurred in connection Buyer further agrees to take any action to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with the HSR Act will be split equally between Buyer and the Company. (c) In furtherance of the provisions set forth in Section 4.4(a), as soon as practicable after the date of this Agreement, but no later than ten (10) Business Days following the execution and delivery of this Agreement, Buyer and the Company shall, and shall cause their respective Subsidiaries to prepare and cooperate in submitting to the FCC applications seeking FCC consent respect to the transactions contemplated hereby (“FCC Applications”) and all other materials necessary and proper in connection with such FCC Applications. The FCC Applications shall include all necessary applications with by this Agreement so as to enable the FCC Closing to request consent to the assignment of the FCC licenses and authorizations set forth in Section 4.4(c) of Buyer’s Disclosure Letter to a qualified divestiture trust, in order to comply with the provisions of Section 73.3555(a) of the FCC’s rules (the “Divestiture Application”). Buyer and the Company shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to (i) prosecute the FCC Applications and obtain the FCC Consent as expeditiously as reasonably practicable, including the expeditious submission of any additional information requested by the FCC or required by applicable Law (whether through an amendment to the FCC Applications or otherwise), (ii) to the extent practicable, provide the other party with a reasonable opportunity to review and comment on any proposed submission to the FCC before it is filed, and any communication to the FCC before it is initiated, (iii) provide the other party with copies of any material written communications to or from the FCC with respect to the FCC Applications, and relay the substance of any oral communications from the FCC with respect to the FCC Applications expeditiously upon receipt, (iv) notify the other party or party occur as soon as reasonably practicable in possible, including (A) the event it becomes aware prompt use of its best efforts to avoid the entry of, or to effect the dissolution of, any other facts permanent, preliminary or circumstances that directly or indirectly may affect the issuance of the FCC Consent, (v) oppose any petitions to deny temporary injunction or other objections filed with respect to the FCC Applications and any requests for reconsideration order, decree, decision, determination or judicial review of the FCC Consent to the extent such petition, objection or request for reconsideration or review relates to such party and (vi) not knowingly take any action judgment that would reasonably be expected to materially delay, materially impede restrain, prevent, enjoin or prevent receipt otherwise prohibit consummation of the FCC Consent and its becoming a Final Order. Except as otherwise provided in this Agreement, each party will be solely responsible for the expenses incurred by it in the preparation, filing and prosecution of its respective portion(s) of the FCC Applications; however, the fees paid to the FCC in conjunction with the FCC Applications will be split equally between Buyer and the Company. (d) Buyer agrees to take promptly all actions that are necessary or reasonably advisable or as may be required by any Governmental Authority to expeditiously consummate the transactions contemplated by this Agreement, including (A1) committing the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person, including any Governmental Authority, seeking to or effectingdelay, by consent decreerestrain, hold separate ordersprevent, trust or otherwise, selling, licensing enjoin or otherwise divesting ofprohibit consummation of such transactions, or holding separate (2) the proffer and agreeing agreement by Buyer of its willingness to sell, lease, license or otherwise dispose of, any entitiesor hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, categories of assets or facilities businesses or other operations or interests therein of the Company Buyer or any of its Subsidiaries or any entitysubsidiaries (including, facility or asset after the Closing, the Company) (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto) no later than 60 days from the date of Buyer or its Affiliates, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) this Agreement and (C3) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach the proffer and agreement by Buyer of a license or its willingness to take such other agreement with a third partyactions, and promptly to effect such other actions (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto) and entering into such new licenses or other agreementsno later than sixty days from the date of this Agreement, in each case so long as if such actions would not result in a Material Adverse Effect action should be reasonably necessary or a Buyer Material Adverse Effect. In advisable to avoid, prevent, eliminate or remove the event actual, anticipated or threatened (x) commencement of any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such actionforum or (y) issuance of any order, suit decree, decision, determination or other proceedingjudgment that would delay, to use reasonable best efforts to have such injunction restrain, prevent, enjoin or other order lifted, and to cooperate reasonably regarding any other impediment to the otherwise prohibit consummation of the transactions contemplated herebyby this Agreement by any Governmental Authority and (B) the prompt use of its best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with its terms unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, any and all steps (including the appeal thereof and the posting of a bond) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. Nothing in this Section 4.3(b) shall obligate Buyer to agree to any divestitures or other remedy not conditioned on the consummation of the Closing. (ec) Anything to the contrary in this Agreement notwithstanding, (i) nothing herein shall obligate or be construed to obligate Buyer, the Company either party or any of their respective Subsidiaries or Affiliates to make, or to cause to be made, any payment or credit support arrangement to any third party in order to obtain the consent or approval of such third party under any Material Contract and (ii) neither the Company nor any of its Subsidiaries will be permitted to waive any right, modify any Contract, or offer any accommodation or concession (financial or otherwise) to any third party (other than payments of de minimis amounts) in order to obtain the consent or approval of such third party under any Contract without the consent case of Buyer, unsecured guarantees of Buyer or Buyer Parent). With respect to any Company Material Contract scheduled as an exception for which any consent has not been obtained prior to Section 2.3the Closing, the Company(i) Seller, on the one hand, and Buyer, on the other hand, shall each cooperate in good faith and shall use commercially reasonable efforts to obtain any such consent prior after the Closing until either such consent has been obtained or Seller and Buyer jointly determine, in good faith, that such consent cannot reasonably be obtained and (ii) Seller shall use commercially reasonable efforts to provide Buyer with the same benefits arising under such Material Contract, including performance by Seller (through Buyer as agent if legally and commercially feasible), provided that Buyer shall provide Seller with such access to the Closingpremises, books and records and personnel of Buyer as is reasonably necessary to enable Seller to perform its obligations under such Material Contract, and Buyer shall pay or satisfy the corresponding liabilities and other obligations for the enjoyment of such benefits.