Common use of Notices and Consents Clause in Contracts

Notices and Consents. (a) As promptly as practicable following the date hereof, the Parties will give any notices to, make any filings with, and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary or advisable in connection with the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly as practicable following Subject to the date hereofterms and conditions of this Agreement, each Party shall cooperate fully with the other Parties and use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner possible, the transactions contemplated hereby, including by (i) obtaining (and cooperating with the other Parties will give in obtaining) any notices to, make any filings with, and use all Commercially Reasonable Efforts Governmental Authorizations required to obtain any Consents of third parties and Governmental Authorities necessary or advisable be obtained in connection with the consummation transactions contemplated hereby including under the HSR Act, and making any and all registrations and filings that may be necessary or advisable to obtain the approval or waiver from, or to avoid any Action by, any Governmental Authority; (ii) promptly (and in no event later than five (5) Business Days after the date hereof) make all filings as required and request early termination of the Contemplated Transactions. Subject applicable waiting period under the HSR Act, and thereafter, as soon as reasonably practicable, make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law; (iii) defending any Action, whether brought by a Governmental Authority or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties shall cooperate with each to consummate the transactions contemplated hereby; and (iv) executing any certificates, instruments or other in exchanging information documents that are necessary to consummate and assistance in connection with obtaining any Consents make effective the transactions contemplated hereby and to fully carry out the purposes and intent of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedthis Agreement. (b) Buyer and Seller shall The Parties will keep each give prompt notice other apprised of the status of matters relating to the other completion of the receipt of any written notice or other written communication from transactions contemplated hereby and work cooperatively in connection with obtaining the requisite Governmental Authorizations, including: (i) reasonably cooperating with the other Party in connection with filings under the HSR Act, including, with respect to the Party making a filing, (A) providing copies of all such documents to the non-filing Party and its advisors prior to filing (except for HSR filings) and (B) if requested, considering all reasonable additions, deletions or changes suggested in connection with any Person alleging that the consent of such Person is filing; (ii) furnishing to each other all information required for any application or may other filing to be required made pursuant to any Antitrust Law in connection with the Contemplated Transactionstransactions contemplated hereby; (iii) promptly notifying the other of, and if in writing furnishing the other with copies of, any communications from or with any Governmental Authority with respect to the transactions contemplated hereby; (iv) permitting the other Party to review in advance and considering in good faith the views of one another in connection with any proposed communication with any Governmental Authority in connection with Proceedings under or relating to any Antitrust Law; (v) not participating in any meeting or discussion with any Governmental Authority in connection with Proceedings under or relating to any Antitrust Law unless it consults with the other Party in advance, and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate in such meetings or discussions; and (vi) consulting and cooperating with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with Proceedings under or relating to any Antitrust Law; provided that materials required to be provided pursuant to this section may be redacted (A) to remove references concerning the valuation of the Target Companies, (iiB) as necessary to comply with Contracts, (C) as necessary to comply with applicable law, and (D) as necessary to address reasonable privilege or confidentiality concerns. If either Party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated hereby, then such Party will use its reasonable best efforts to make, or cause to be made, as expeditiously as possible and after consultation with the other Party, an appropriate response to such request. Buyer will advise the Target Companies promptly in respect of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactionstransactions contemplated hereby, and (iv) will consider in good faith Seller’s views regarding such understanding, undertaking or agreement prior to making any Person regarding the occurrence proposal or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinoffer. (c) Without limiting the generality of the provisions of this Section 7.02, the “reasonable best efforts” of Buyer shall include Buyer’s offer to take, and Seller each agree if such offer is accepted, Buyer’s agreement to cooperate take, at its own expense, all actions necessary to obtain the HSR Clearance and to use all Commercially Reasonable Efforts to vigorously contest and to resist any actionother Governmental Authorization under any antitrust, competition, merger control or trade regulatory law, including legislativenegotiating and effecting by consent agreement or order, administrative hold separate arrangement, undertaking or judicial actionotherwise, the divestiture of assets, or any form of behavioral remedy, on such terms as may be required by any Governmental Authority. The “reasonable best efforts” of the Sellers and the Sellers’ Representative shall not require any Seller, the Sellers’ Representative, the Target Companies or any of their respective Affiliates to have vacated, lifted, reversed or overturned expend any Order (whether temporary, preliminary or permanent) of money to obtain any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consent required for consummation of the Contemplated Transactionstransactions contemplated hereby or to provide financing to Buyer for consummation of the transactions contemplated hereby. (d) All filing fees with any Governmental Authority under the HSR Act and any other applicable Antitrust Laws, including together with any other fees payable to a Governmental Authority in connection with the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actiontransactions contemplated hereby, shall be borne by the Buyer.

Notices and Consents. (a) As Each of LCC and LCC AS shall give promptly as practicable following the date hereof, the Parties will give any such notices to, make any filings with, and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities use its reasonable best efforts to obtain all such third party consents that are necessary or advisable desirable in connection with the consummation transfer of the Contemplated TransactionsContracts. Subject to any applicable Law, the Parties Purchaser shall cooperate with each and use its reasonable best efforts to assist LCC and LCC AS in giving such notices and obtaining such consents; provided, however, that Purchaser shall have no obligation to give any guarantee (other in exchanging information and assistance than assumption of the obligations thereunder) or other consideration of any nature in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required such notice or consent or to Dispose consent to any change in the terms of any assets or be required to refrain from doing business Contract which Purchaser, in particular jurisdictions if required by any Governmental Authority as a condition its reasonable discretion, may deem adverse to the granting interests of any authorization necessary for Purchaser or the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedLCC Businesses. (b) Buyer LCC, LCC AS and Seller shall each give prompt notice Purchaser agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the LCC Businesses or Purchaser any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which LCC or LCC AS is a party is not obtained prior to the other Closing, LCC or LCC AS, as the case may be, will, subsequent to the Closing, cooperate with Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, LCC or LCC AS, as the case may be, will use its reasonable best efforts to provide Purchaser with the rights and benefits of the receipt of any written notice affected lease, license, contract, commitment or other written communication from (i) any Person alleging that agreement or arrangement for the consent term of such Person is or may be required in connection with the Contemplated Transactionslease, (ii) any Governmental Authority in connection with the Contemplated Transactionslicense, (iii) any Governmental Authority contract or other Person regarding the initiation agreement or threat of initiation of any Claims or Proceedings againstarrangement, relating toand, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactionsif LCC and LCC AS provide such rights and benefits, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to Purchaser shall assume the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinand burdens thereunder. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (ai) As promptly as practicable following the date hereof, Each of the Parties will give any notices (and Seller will cause each Acquired Company to, ) make any filings withnecessary Governmental Filings, and use all Commercially Reasonable Efforts its reasonable best efforts to obtain any Consents Governmental Approvals (including approvals by the Federal Trade Commission and the Antitrust Division of third parties the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act and Governmental Authorities the Insurance Departments, in each case, as applicable) that may be or become necessary for their respective execution and delivery of this Agreement or advisable in connection with any of the other Transaction Documents, the performance of their respective obligations pursuant hereto and thereto, and the consummation of the Contemplated TransactionsTransaction; provided, however, that in no event shall Buyer, Seller or any of their respective Affiliates be required to institute any legal proceeding, divest any assets or reorganize, or otherwise change, its business operations in any material respect or the Business in order to achieve any of the foregoing. Subject The Parties will cooperate with the reasonable requests of each other in promptly seeking to any applicable Lawobtain all such Governmental Approvals (including by making available, upon reasonable notice, appropriate representatives of the Parties and the Acquired Companies for participation in meetings with Governmental Authorities). (ii) Prior to the Closing, each of the Parties shall promptly notify one another of any communication it receives from any Governmental Authority relating to the Transaction and permit the other Party to review in advance any proposed material written communication by such Party to the Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between such Party or any of its representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand; provided, however, that no Party shall be required to share information with the other if the sharing of such information would violate any Laws or would be inconsistent with the confidentiality provisions contained or referred to in Section 5(g) hereof. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with obtaining any Consents of third parties and Governmental Authoritiesthe foregoing. Notwithstanding the foregoing or anything else in this Agreement, provided, Seller agrees that Buyer shall not be required obligated to Dispose share any of any assets Buyer’s trade secret or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedproprietary information with Seller. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly as practicable Subject to the terms and conditions of this Agreement, each Party shall cooperate fully with the other Parties and use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner possible, the transactions contemplated hereby, including by (i) obtaining (and cooperating with the other Parties in obtaining) any clearance, consent, authorization, order or approval of, or exemption by, any Governmental Authority required to be obtained or made by Buyer or the Target Companies in connection with the transactions contemplated hereby, and making any and all registrations and filings that may be necessary or advisable to obtain the approval or waiver from, or to avoid any Action by, any Governmental Authority in respect of the transactions contemplated hereby; (ii) defending any Action, whether brought by a Governmental Authority or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby; and (iii) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes and intent of this Agreement. (b) Without limiting the generality of the foregoing, each of the Parties shall file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act within five (5) Business Days following the date hereofof this Agreement (collectively, the Parties “HSR Filing Package”), and will give any notices to, promptly make any further filings withpursuant thereto that may be necessary, and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary proper or advisable in connection with the consummation therewith. Each of the Contemplated TransactionsParties will request early termination of the waiting period under the HSR Act. Subject to any applicable Law, Buyer shall pay 100% of all filing fees of all Parties under the HSR Act. The Parties shall will cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent making of all such Person is filings or may be required in connection with responses, including providing copies of all such documents (including redacted versions to the Contemplated Transactionsextent reasonably necessary to protect confidential or proprietary information) to the non-filing or non-responding Party and its advisors prior to filing or responding to allow such other Party reasonable time to review and comment on such filings or responses, and (ii) the antitrust defense of the transactions contemplated hereby in any Governmental Authority in connection with the Contemplated Transactionsinvestigation or litigation by, (iii) or negotiations with, any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation transactions contemplated hereby, including keeping each other apprised of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants status of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinmatters. (c) Buyer and Seller each “Commercially reasonable efforts” as used in this Section 6.02, as well as throughout this Agreement, shall not include any requirement by any of the Parties or any of their respective Affiliates to pay any consideration, to agree to cooperate and any undertaking or modification or to use all Commercially Reasonable Efforts offer to vigorously contest and to resist grant any actionfinancial accommodation, including legislativein each case, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) not required by the terms of any court applicable contract or other agreement. Notwithstanding anything to the contrary contained in this Agreement, none of Buyer, the Target Companies, or any of their respective Affiliates shall be required (i) to hold separate (including by trust or otherwise) or divest any of their respective businesses or assets; (ii) to agree to any limitation on the operation or conduct of their respective businesses; or (iii) to waive any of the conditions set forth in ARTICLE VIII of this Agreement. Notwithstanding anything to the contrary contained herein, none of Buyer, the Target Companies or any of their Subsidiaries shall have any liability for a failure to obtain any consent from a Governmental Authority that is satisfies the foregoing requirements as long as such Person, as the case may be, complies with its obligations set forth in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionthis Section 6.02.

Notices and Consents. (ai) As promptly as practicable following Seller shall use commercially reasonable efforts to cause each of NLC and its Subsidiaries to give any notices to third parties, and shall cause each of NLC and its Subsidiaries to use commercially reasonable efforts to obtain any third party consents, referred to in the date hereof, items set forth in Section 5(b) of the Seller Disclosure Letter. Each of the Parties will give any notices (and Seller will cause each of NLC and its Subsidiaries to, ) make any filings withnecessary Governmental Filings, and use all Commercially Reasonable Efforts reasonable best efforts to obtain any Consents Governmental Approvals (including, without limitation, approvals by the Federal Trade Commission and the Antitrust Division of third parties the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, if Buyer elects to file a notification thereunder, and Governmental Authorities the Texas Department of Insurance) that may be or become necessary or advisable in connection with for their respective execution and delivery of, the performance of their respective obligations pursuant to, and the consummation of the Contemplated Transactions. Subject to any applicable LawTransaction, and, as applicable, the Parties Carrier Entities Transaction, and shall cooperate with each other in exchanging information and assistance in connection with obtaining take all actions as may be requested by any Consents of third parties and such Governmental Authorities, Authorities to obtain such Governmental Approvals; provided, however, that Buyer in no event shall not any Party or RIH or any of their respective Affiliates be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely agree to (A) cause the divestiture of any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfiedbusiness or entity, (B) cause any requirement imposed by a breach of the representations, warranties or covenants of such Party under this Agreement, Governmental Authority that would reasonably be expected to have a Business Material Adverse Effect or (C) delay take or impede refrain from taking any action or to become subject to any condition, limitation, restriction or requirement that would reasonably be expected to result in a Burdensome Condition. For purposes of this Agreement, “Burdensome Condition” means a term or condition of any Governmental Approval that (a) would reasonably be expected to result in a required contribution of more than $15,000,000 in additional capital (i.e., in excess of the ability amount set forth in the Equity Commitment Letter) to the Carrier Entities or would reasonably be expected to result in an adverse effect on NLC and its Subsidiaries, taken as a whole, of more than $15,000,000 (either such circumstance, an “Aggregate Adverse Effect”) or (b) would reasonably be expected to result in an adverse effect on the aggregate value of the Carrier Entities, taken as a whole, of more than $7,500,000 or the aggregate value of the Agency Entities, taken as a whole, of more than $7,500,000 (either such circumstance, a “Separate Adverse Effect”). If an Aggregate Adverse Effect occurs, then Buyer shall have the option in its sole and exclusive discretion to (i) terminate this Agreement without liability of any kind, subject to Section 8(b), or (ii) require Seller and/or its Affiliates (excluding NLC and its Subsidiaries) to lend to Buyer an amount of up to $15,000,000 (the “Seller Debt”) to the extent that the Seller Debt will serve to mitigate the adverse effect sufficiently to cause Buyer to not exercise the termination right in Buyer’s sole determination; provided that the Seller Debt shall be issued on an unsecured basis with a maturity of two years and an annual interest rate of 5% and such other terms as are mutually agreed by Seller and Buyer. If a Separate Adverse Effect occurs, then Buyer shall have the option (and RIH shall have the right to cause Buyer to exercise such option) in its sole and exclusive discretion to (x) terminate this Agreement (provided that each of Buyer and RIH shall receive no less than ten business days’ notice of the other Party’s intention to effect such termination) or Seller(y) require Seller and/or its Affiliates (excluding NLC and its Subsidiaries) to provide the Seller Debt to the extent that the Seller Debt will serve to mitigate the adverse effect sufficiently to cause Buyer to not exercise the termination right. If Buyer or RIH causes the termination of this Agreement as a result of a Separate Adverse Effect, respectivelythen Seller will receive a fee in the amount of $5,000,000 (the “Termination Fee”); provided that Seller will receive the Termination Fee if this Agreement is terminated pursuant to Section 8(a)(ii) and, at the time of such termination, (I) Buyer or RIH shall have had the right to consummate cause the Contemplated Transactions or to fulfill their respective obligations termination of this Agreement as a result of a Separate Adverse Effect (but not as a result of an Aggregate Adverse Effect) and (II) all of the conditions set forth herein. in Section 7(a) and Section 7(b) shall have been satisfied or validly waived (cother than one or both of (x) Section 7(a)(i) or Section 7(a)(ii) and (y) those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had occurred on the date of such termination). In either circumstance described in the preceding sentence, the Termination Fee shall be paid one-half (½) by Buyer and one-half (½) by MGI by wire transfer of same-day funds within ten business days following the date of termination of this Agreement. Notwithstanding the foregoing, if Buyer determines to terminate this Agreement or RIH determines to cause Buyer to terminate this Agreement as a result of a Separate Adverse Effect, then Buyer or RIH (whichever was not so adversely affected by such Separate Adverse Effect) shall have the right to prevent such termination and acquire all of NLC and its Subsidiaries prior to the Outside Date in accordance with the terms hereof, in which case no Termination Fee will be due under this Agreement and in which case the Seller each agree Debt shall be made available to cooperate the party exercising its right to acquire all of NLC and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionits Subsidiaries pursuant hereto.

Notices and Consents. (a) As promptly as practicable following To the date hereofextent required by the Bankruptcy Code, Bankruptcy Rules, or the Parties will Bankruptcy Court, Sellers shall give any notices to, make any filings withto third parties, and each Seller shall use all Commercially Reasonable Efforts its commercially reasonable efforts to obtain any third-party Consents or sublicenses; provided, however, Sellers’ obligations hereunder shall only continue until the Chapter 11 Cases are closed or dismissed. (b) Sellers and Buyer shall cooperate with one another (i) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any applicable Law in connection with this Agreement and the Contemplated Transactions and (ii) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers; provided, however, that (A) Sellers shall not incur any costs associated with the obligations hereunder and (B) Sellers’ obligations hereunder shall only continue until the Chapter 11 Cases are closed or dismissed. (c) Subject to the terms and conditions set forth in this Agreement and applicable Law, each of Buyer and Sellers shall (A) promptly notify the other Party of, and if in writing, furnish the other Party with copies of (or in the case of oral communications, advise the other Party of the contents of) any communication to that Party from any Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Contemplated Transactions, (B) permit the other Party the opportunity to review and discuss in advance all the information relating to Sellers and their respective Subsidiaries or Buyer and its Affiliates, as the case may be, that appears in any filing made with, or written materials submitted to, any third parties and party and/or any Governmental Authorities necessary or advisable Entity in connection with the consummation Agreement and the transactions contemplated by this Agreement and incorporate the other Party’s reasonable comments, (C) not independently participate in any meeting or discussion with any Governmental Entity in respect of any filing, investigation, or inquiry concerning this Agreement and the transactions contemplated by this Agreement unless it consults with the other Party in advance, and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend, and (D) furnish the other Party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Contemplated Transactions. Subject , provided, however, that any materials or information provided pursuant to any applicable Lawprovision of this Section 5.2(c) may be redacted before being provided to the other Party (i) to remove references concerning the valuation of Buyer, Sellers, or any of their Subsidiaries, (ii) to remove references concerning financing arrangements, (iii) as necessary to comply with contractual arrangements, and (iv) as necessary to address reasonable privilege or confidentiality issues. (d) Notwithstanding anything herein to the contrary and subject to clause (B) of the following sentence, the Parties understand and agree that commercially reasonable efforts of Buyer hereto shall cooperate not be deemed to include: (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with each other in exchanging information and assistance any Governmental Entity in connection with obtaining the transactions contemplated hereby or defending against or initiating any Consents lawsuit, action or proceeding, judicial or administrative, challenging this Agreement or the transactions contemplated hereby, or (ii) proposing, negotiating, agreeing to or offering to commit to any sale, divestiture, license, disposition or separation (including by establishing a trust or otherwise) of, or any limitation on any operation or business of, any of third parties its or its Affiliate’s businesses, assets or properties. In furtherance, and Governmental Authoritiesnot in limitation, providedof the foregoing in this Section 5.2(d), that (A) other than in connection with an Alternate Transaction, Sellers shall not, and shall cause their Affiliates not to, propose, negotiate, agree to or offer to commit to any sale, divestiture, license, disposition or separation of any Purchased Asset, without the prior written consent of Buyer, and (B) Buyer shall not be required to Dispose agree to any divestiture, sale or other disposition of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions Purchased Assets or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability assets of Buyer or Seller, respectively, to consummate the Contemplated Transactions any of Buyer’s Affiliates or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative limitation on any operation or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation business of the Contemplated Transactions, including the vigorous pursuit Buyer or any of all available avenues of administrative and judicial appeal and all available legislative actionits Affiliates.

Notices and Consents. (ai) As promptly as practicable following Sellers shall cause each of NLASCO and its Subsidiaries to give any notices to third parties, and shall cause each of NLASCO and its Subsidiaries to use their reasonable best efforts to obtain any third party consents, referred to in Section 4(c) above and the date hereof, items set forth in Section 5(b) of the Disclosure Letter. Each of the Parties will give any notices (and Sellers will cause each of NLASCO and its Subsidiaries to, ) make any filings withnecessary Governmental Filings, and use all Commercially Reasonable Efforts its reasonable best efforts to obtain any Consents Governmental Approvals (including, without limitation, the Federal Trade Commission and the Antitrust Division of third parties the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act and Governmental Authorities the Texas Department of Insurance that may be or become necessary or advisable in connection with for their respective execution and delivery of, and the performance of their respective obligations pursuant to, and the consummation of the Contemplated Transactionstransactions contemplated by, this Agreement and the transactions contemplated hereby, and shall take all actions as may be reasonably requested by any such Governmental Authorities to obtain such Governmental Approvals; provided, however, that in no event shall any Party or any of its Affiliates be required to agree to (A) the divestiture of any business or entity or (B) any requirement imposed by a Governmental Authority that would reasonably be expected to have a (1) Material Adverse Effect, or (2) material and adverse effect on the aggregate economic value and business benefits that would reasonably be expected to be obtained by the Party and its Affiliates from the transactions contemplated by this Agreement. Subject The Parties will cooperate with the reasonable requests of each other in promptly seeking to any applicable Lawobtain all such Governmental Approvals (including by making available, upon reasonable notice, appropriate representatives of the Parties, NLASCO and its Subsidiaries for participation in meetings with Governmental Authorities). (ii) Prior to the Closing, each of the Parties shall promptly notify one another of any communication it receives from any Governmental Authority relating to the transactions contemplated by this Agreement and permit the other Parties to review in advance any proposed material written communication by such Party to the Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between such Parties or any of its representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand; provided, however, that (A) Buyer may redact from such correspondence, filings and communications any confidential financial or competitive information of Buyer and its Affiliates and (B) no Party shall be required to share information with the other if the sharing of such information violates any laws, rules, or regulations or is inconsistent with the confidentiality provisions contained or referred to in Section 5(g) hereof. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as other Parties may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required reasonably request in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinforegoing. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly as practicable following the date hereof, Each of the Parties will give any notices to, make any filings with, and shall use all Commercially Reasonable Efforts commercially reasonable efforts to (i) comply with procedures required by the Ministry of Information and Broadcasting for issuance of equity in Videocon d2h and all procedures relating to security clearance of the persons specified under the Consolidated FDI Policy (effective from April 17, 2014 and as amended from time to time), including the directors of Videocon d2h listed in Section 6.1(k) and any of their alternate directors, (ii) obtain from any other Governmental Body any other Consents of third parties and or Permits required to be obtained or made by SEAC or Videocon d2h, or to avoid any action or proceeding by any Governmental Authorities necessary or advisable Body, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions. Subject transactions contemplated herein, and (iii) promptly as practicable make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law; including any antitrust Laws; provided, however, that the Parties shall cooperate with each other in exchanging information connection with the making of all such filings, including providing copies of all such non-proprietary documents to the non-filing Party and assistance its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection with obtaining any Consents of third parties and Governmental Authorities, therewith; provided, further, that Buyer nothing in this Section 4.2(a) shall not be required require SEAC or any of its Affiliates to Dispose (1) agree to the requirement of expenditure of money by SEAC to a third party in exchange for any Consent or (2) litigate, pursue or defend against any Proceeding (including any temporary restraining order or preliminary injunction) challenging the transactions contemplated by this Agreement as violative of any assets applicable antitrust Law. Further, nothing in this Section 4.2 shall require Videocon d2h to litigate, pursue or be required defend against any Proceeding (including any temporary restraining order or preliminary injunction) challenging the transactions contemplated by this Agreement as violative of any applicable antitrust Law or to refrain from doing business in particular jurisdictions if required by sell or dispose of any Governmental Authority material asset of Videocon d2h as a condition result of any such alleged violation. SEAC and Videocon d2h shall promptly furnish to each other all information required for any application or other filing to be made by the other pursuant to the granting rules and regulations of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required applicable Law in connection with the Contemplated Transactionstransactions contemplated by this Agreement. Except as specifically required by this Agreement, (ii) the Parties shall not knowingly take any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating toaction, or involving or otherwise affecting Buyer or Seller that relate to knowingly refrain from taking any action, the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence effect of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, the Parties to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereintransactions contemplated by this Agreement. (cb) Buyer As promptly as practicable after the date hereof, Videocon d2h shall solicit the Consents required by Videocon d2h in connection with the transactions contemplated this Agreement from the Ministry of Information and Seller each agree Broadcasting and lenders of Videocon d2h. Videocon d2h shall use its reasonable best efforts and SEAC will cooperate in all reasonable respects with Videocon d2h, to cooperate and obtain all such Consents prior to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionClosing.

Notices and Consents. Prior to the Closing, Seller shall, and shall cause its affiliates (aincluding the Transferred Subsidiaries) As to use commercially reasonable efforts to promptly as practicable following the date hereof, the Parties will give any send all required notices to, make and obtain all necessary consents, waivers and approvals of, any filings with, and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary or advisable to any Contract (including all of the Contracts set forth in Section 3.03(a) of the Disclosure Schedule) as are required thereunder in connection with the consummation of the Contemplated Transactions. Subject transactions contemplated hereby in order for such Contract to any applicable Law, the Parties shall cooperate with each other remain in exchanging information full force and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for effect following the consummation of the Contemplated Transactions transactions contemplated hereby, provided that none of Seller, Purchaser or as may any of their respective affiliates shall be required to avoidmake any payment or concession to any third party in connection therewith; provided, liftfurther, vacatethat in lieu of obtaining any necessary, consent, waiver or reverse any legislativeapproval of FINEP under the FINEP Agreement, administrativeSeller may elect to use and cause its affiliates (including the Transferred Subsidiaries) to use commercially reasonable efforts to (x) pay off in full all Indebtedness owing to FINEP under the FINEP Agreement (including the outstanding principal, accrued and unpaid interest and prepayment and other penalties) at or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice prior to the other of Closing and (y) obtain and deliver to Purchaser at or prior to the receipt of any written notice or other written communication Closing an executed payoff letter, in form and substance reasonably acceptable to Purchaser, from FINEP setting forth: (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated TransactionsIndebtedness, (ii) any Governmental Authority in connection with upon payment of such Indebtedness, a release of the Contemplated Transactions, Transferred Subsidiaries; and (iii) the commitment of FINEP to release all Liens, if any, that FINEP may hold on any Governmental Authority of the assets of the Transferred Subsidiaries prior to the Closing. In the event the Closing does not occur for any reason, no Parent Group Company shall have any Liability to Seller, its affiliates or any other Person regarding the initiation for any Losses resulting from Seller or threat of initiation of any Claims or Proceedings againstits affiliates seeking to send such notices, relating toobtain such consents, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactionsmodifications, waivers and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinapprovals. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly as practicable following the date hereofSeller Parties, the Parties respectively, will give any all notices to, make any filings with, to Governmental Authorities and other Persons and use reasonable efforts to obtain, in writing, without penalty or condition that is adverse to Buyer, all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary consents, Permits, certificates, covenants, waivers, authorizations or advisable in connection with the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be novations required in connection with the Contemplated Transactionstransactions contemplated by this Agreement and the Related Agreements as expeditiously as possible. Seller Parties will provide Buyer complete copies of all letters, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) applications or other documents prior to their submission to or promptly after receipt from any Governmental Authority or other Person regarding with respect to each consent, Permit, certificate, covenant, waiver, authorization or novation, and will afford Buyer the initiation or threat opportunity to comment on any letter, application and other document to be submitted reasonably in advance of initiation the anticipated time of submission. Seller will inform Buyer of the content of any Claims oral submission reasonably in advance of an anticipated oral communication with any Governmental Authority and afford Buyer the opportunity to comment on any such oral submission. Seller Parties will promptly and regularly advise Buyer concerning the status of each consent, Permit, certificate, covenant, waiver, authorization or Proceedings againstnovation, including any difficulties or delays experienced in obtaining and any conditions required for such items. Seller Parties will not permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation transactions contemplated hereby unless it consults with Buyer in advance and, to the extent permitted by such Governmental Authority, gives Buyer the opportunity to attend and participate thereat. Neither Seller nor Buyer will: (a) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement or the Related Agreements without the prior written consent of the Contemplated Transactions, and other; or (ivb) take any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which other action that would be reasonably likely to (A) cause any condition to prevent or materially delay the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) receipt of any court such consent, approval, waiver, authorization, notice or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionnovation.

Notices and Consents. (a) As promptly as practicable Subject to the terms and conditions of this Agreement, each Party shall cooperate fully with the other Parties and use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner possible, the transactions contemplated hereby, including by (i) obtaining (and cooperating with the other Parties in obtaining) any clearance, consent, authorization, order or approval of, or exemption by, any Governmental Authority required to be obtained or made by Buyer or the Target Companies in connection with the transactions contemplated hereby, and making any and all registrations and filings that may be necessary or advisable to obtain the approval or waiver from, or to avoid any Action by, any Governmental Authority; (ii) defending any Action, whether brought by a Governmental Authority or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby; and (iii) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes and intent of this Agreement. (b) Without limiting the generality of the foregoing, each of the Parties shall file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act within three (3) Business Days following the date hereofof this Agreement (collectively, the Parties “HSR Filing Package”), and will give any notices to, promptly make any further filings withpursuant thereto that may be necessary, and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary proper or advisable in connection with the consummation therewith. Each of the Contemplated TransactionsParties will request early termination of the waiting period under the HSR Act. Subject to any applicable Law, the The Parties shall will cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent making of all such Person is filings or may be required in connection with responses, including providing copies of all such documents (including redacted versions to the Contemplated Transactionsextent reasonably necessary to protect confidential or proprietary information) to the non-filing or non-responding Party and its advisors prior to filing or responding to allow such other Party reasonable time to review and comment on such filings or responses, and (ii) the antitrust defense of the transactions contemplated hereby in any Governmental Authority in connection with the Contemplated Transactionsinvestigation or litigation by, (iii) or negotiations with, any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation transactions contemplated hereby, including keeping each other apprised of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants status of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinmatters. (c) Buyer and Seller each “Commercially reasonable efforts” as used in this Section 6.02 shall not include any requirement to pay any consideration, to agree to cooperate and any undertaking or modification to use all Commercially Reasonable Efforts any contract or agreement or to vigorously contest and offer to resist grant any actionfinancial accommodation not required by the terms of such contract or agreement. Notwithstanding anything to the contrary contained in this Agreement, none of the Buyer, the Target Companies, any of the Target Companies’ Subsidiaries, or any of their respective Affiliates shall be required (i) to hold separate (including legislativeby trust or otherwise) or divest any of their respective businesses or assets, administrative (ii) to agree to any limitation on the operation or judicial actionconduct of their respective businesses or (iii) to waive any of the conditions set forth in ARTICLE VIII of this Agreement. Notwithstanding anything to the contrary contained herein, and none of Buyer, the Target Companies or any of their Subsidiaries shall have any liability for a failure to have vacated, lifted, reversed or overturned obtain any Order (whether temporary, preliminary or permanent) of any court or other consent from a Governmental Authority that is satisfies the foregoing requirements as long as such Person, as the case may be, complies with its obligations set forth in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionthis Section 6.02(c).

Notices and Consents. (a) As promptly as practicable following the date hereof, the Parties will Buyer shall give any all required -------------------- notices to, make any filings withto third parties, and shall use all Commercially Reasonable Efforts its commercially reasonable efforts to obtain any material third-party Consents of third parties and Governmental Authorities necessary or advisable that may be required, in connection with the transactions contemplated by this Agreement. Seller shall give all required notices to third parties, and shall use its commercially reasonable efforts to obtain all required Consents, including all Consents required by counterparties to the Ground Satellite Contracts and the In-Orbit Satellite Contracts, all required Consents of Governmental Entities and bondholders or lenders of Seller or any of its Affiliates, and any other material third-party Consents that may be required or that Buyer reasonably may request, in connection with the transactions contemplated by this Agreement. Within five Business Days following the date of this Agreement (but in no event prior to approval of the Board of Directors of GM) Buyer and Seller hereto shall file any Notification and Report Forms and related materials that it may be required to file with the Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the HSR Act, and shall make any further filings pursuant thereto that may be necessary, proper or advisable. Within five calendar days following the date of this Agreement, Buyer and Seller shall make all notifications and file all applications and related materials that it may be required to file with the FCC or any other Governmental Entity having authority with respect to Licenses for the use of orbital slots or the provision of communications services or other communications Licenses in connection with the transactions contemplated hereby, and, subject to Section 8.4 below, shall use commercially reasonable efforts to ----------- obtain at the earliest practicable date all necessary Consents, including a Final Order, for assignment of the FCC License. At the time that the parties file an application with the FCC to obtain the FCC Consent and Final Order, Primestar and TSAT shall submit a letter request to the FCC to withdraw any pending request to transfer control of the FCC License, which request may be made contingent upon giving of the FCC Consent. As promptly as is practicable after the date of this Agreement, each of Buyer and Seller shall take any additional action (including the implementation of an Acceptable Alternative Arrangement (to the extent subject to action by the FCC) and submit any additional filings, submissions or applications required by the FCC, the FTC and the Antitrust Division, that may be necessary, proper or advisable to effect to the fullest extent feasible the consummation of the Contemplated Transactionstransactions contemplated by this Agreement) in connection with any other Consents of, to or with any Governmental Entities and third parties that it may be required to give, make or obtain and shall refrain from taking any action the purpose or effect of which could reasonably be expected to make it less likely that such Consents will be given, made or obtained on the terms provided for in this Agreement. Subject to any applicable LawWithout limiting the generality of the foregoing, the Parties shall each of Buyer and Seller shall: (i) cooperate in all respects with each other in exchanging information and assistance connection with any filing, submission, adversarial proceeding or the timing thereof; (ii) in connection with obtaining any Consents of third investigation or other inquiry, including any proceeding initiated by a private party, keep the other parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose hereto informed on a timely basis of any assets material communication received by such party from, or be required to refrain from doing business in particular jurisdictions if required given by such party to, the FTC, the Antitrust Division, the FCC or any other Governmental Authority as a condition to the granting Entity and of any authorization necessary for the consummation material communication received or given in connection with any Action by a private party, in each case regarding any of the Contemplated Transactions transactions contemplated by this Agreement, and permit any other party hereto to preview any material communication given by or to it; and (iii) consult with each other, in advance of any meeting or conference with such Governmental Entities or, in connection with any Action by a private party. Each of Buyer and Seller will use its commercially reasonable efforts to obtain such approvals as promptly as possible and, in this regard, provide all information reasonably requested, assist and cooperate with one another to make the necessary filings and take such steps as may be required necessary to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to secure the other non-objection of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactionsrelevant antitrust and regulatory authorities, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation including a Final Order for assignment of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinFCC License. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly Sellers will give any notices to third parties and will use their respective reasonable best efforts to obtain any third party consents that are required in connection with the relevant matters identified in the Sellers’ Disclosure Letter or otherwise required in connection with the transactions contemplated by this Agreement so as practicable following to preserve all material rights of or benefits to Buyer relating to the date hereofPurchased Assets, the Assumed Liabilities or the Business. Each of the Parties will give any notices to, make any filings with, and use all Commercially Reasonable Efforts its reasonable best efforts to obtain any Consents authorizations, consents, and approvals of third parties Governmental Bodies in connection with the relevant matters identified in the Sellers’ Disclosure Letter or as otherwise required in connection with the transactions contemplated by this Agreement. (b) Subject to applicable laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege, Buyer and Sellers shall have the right to review and reasonably comment on in advance, and to the extent practicable each will consult the other on, all the information relating to Buyer or Sellers, as the case may be, and any of their respective Subsidiaries, that appear in any filing made or oral communication with, or written materials submitted to, any Person and/or any Governmental Authorities Body in connection with the transactions contemplated hereby or by the Ancillary Agreements; provided, however, that Buyer and Sellers may, as each deems advisable and necessary, (x) redact any information concerning Buyer’s valuation of Buyer, and (y) designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel only,” in which case, such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer or Sellers, as the case may be) or its legal counsel. In exercising the foregoing right, each of Buyer and Sellers shall act reasonably and as promptly as practicable. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to offer or commit to divest any business or assets or agree to any limitation on the conduct of its or any of its Subsidiaries' businesses, and Sellers shall not enter into any such agreement, or make any such commitment, or offer to enter into any such agreement or to make any such commitment, with respect to its or any of its Subsidiaries' assets or businesses, without the prior written consent of Buyer. (c) Subject to applicable law and the preservation of any applicable attorney-client privilege, Buyer and Sellers each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the consummation Proxy Statement or any other statement, filing, notice or application made by or on behalf of the Contemplated Transactions. Subject Buyer, Sellers or any of their respective Subsidiaries to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactionstransactions contemplated hereby or by the Ancillary Agreements. (d) Subject to any confidentiality obligations and the preservation of any attorney-client privilege, (ii) Buyer and Sellers each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby or by the Ancillary Agreements, including promptly furnishing the other with copies of notices or other communications received by Buyer or Sellers, as the case may be, or any of its Subsidiaries, from any Person with respect to the transactions contemplated hereby or by the Ancillary Agreements. Each of Buyer and Sellers agree not to participate, or to permit its Subsidiaries to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority Body in connection with the Contemplated Transactions, (iii) any Governmental Authority transactions contemplated hereby or other Person regarding by the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of Ancillary Agreements unless it consults with the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectivelyin advance and, to consummate the Contemplated Transactions or extent not prohibited by such Governmental Body, gives the other Party the opportunity to fulfill their respective obligations set forth hereinattend and participate. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) 5.2.1 As promptly soon as practicable following after the date hereofexecution of this Agreement, the Parties Seller will give any required notices to any person and will commence to take all reasonable action required to obtain all consents, authorizations, approvals and agreements ("Consents") of all persons (including any authorization or approval required by ISRA) necessary to authorize, approve, or permit the full and complete grant, bargain, sale, conveyance, assignment and transfer by the Seller to the Buyer as contemplated by this Agreement. The Seller will continue such efforts after the Closing Date, if required by the Buyer, at no additional cost to the Buyer. If any Consent is not obtained by the Closing and the Buyer nevertheless elects to close the transaction contemplated by this Agreement, the Seller will cooperate with the Buyer in any reasonable arrangement to provide the Buyer with the benefits under or with respect to the matter as to which the relevant Consents were not obtained. Each Party will file any notification and report forms and Alpha Wire Corporation related material that such Party may be required to file with any governmental authority (including those required by the HSR Act), will use its reasonable efforts to obtain the expiration or early termination of the applicable waiting period (or any extension thereof) for any required pre-acquisition notice (including those required by the HSR Act), and will make any further filings, including the submission of any additional information or documentary material, pursuant thereto that may be necessary, proper or advisable. 5.2.2 Notwithstanding the foregoing, with respect to the HSR Act, neither the Seller nor Buyer shall be required to: (i) divest or hold separate any assets including assets of any Affiliate; (ii) agree to any limitation on their respective freedom of action with respect to, or their ability to retain any of their (or their Affiliate's) other assets or businesses; (iii) contest any suit brought or threatened by the U.S. Federal Trade Commission or the U.S. Department of Justice or attempt to lift or rescind any injunction or restraining order obtained by the U.S. Federal Trade Commission or the U.S. Department of Justice adversely affecting the ability of the Parties to consummate the transactions contemplated hereby; or (iv) provide additional information pursuant to a "second request" made by the U.S. Federal Trade Commission or Alpha Wire Corporation U.S. Department of Justice in connection with a filing made by a Party pursuant to the HSR Act. 5.2.3 Each Party shall promptly inform the other of any material communication from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other government authority regarding any of the transactions contemplated hereby. 5.2.4 Each Party will advise the other promptly in respect of any understandings, undertakings or agreements (oral or written) which such Party proposes to make or enter into with the U.S. Federal Trade Commission, the U.S. Department of Justice or any filings with, and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary or advisable other government authority in connection with the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedtransactions contemplated hereby. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly as practicable following the date hereof, the Parties Seller will give any all notices to, make any filings with, to Governmental Authorities and other Persons and use reasonable efforts to obtain, in writing, without penalty or condition which is adverse to Purchaser, all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary consents, Permits, approvals, licenses, certificates, covenants, waivers, authorizations or advisable in connection with the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be novations required in connection with the Contemplated Transactionstransactions contemplated by this Agreement and the Related Agreements and the consummation of the transfer and assignment to Purchaser of the Purchased Assets and the assumption by Purchaser of the Assumed Liabilities as expeditiously as possible. Seller will provide Purchaser complete copies of all letters, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) applications or other documents prior to their submission to or promptly after receipt from any Governmental Authority or other Person regarding with respect to each consent, Permit, approval, license, certificate, covenant, waiver, authorization or novation, and will afford Purchaser the initiation or threat opportunity to comment on any letter, application and other document to be submitted reasonably in advance of initiation the anticipated time of submission. Seller will inform Purchaser of the content of any Claims oral submission reasonably in advance of an anticipated oral communication with any Governmental Authority and afford Purchaser the opportunity to comment on any such oral submission. Seller will promptly and regularly advise Purchaser concerning the status of each consent, Permit, approval, license, certificate, covenant, waiver, authorization or Proceedings againstnovation, including any difficulties or delays experienced in obtaining and any conditions required for such consent, Permit, approval, license, certificate, covenant, waiver, authorization or novation. Seller will not permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation transactions contemplated hereby unless it consults with Purchaser in advance and, to the extent permitted by such Governmental Authority, gives Purchaser the opportunity to attend and participate thereat. Purchaser and Parent will cooperate in good faith with Seller to enable Seller to satisfy its obligations in this Section. Neither Seller nor Purchaser will: (a) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement or the Related Agreements without the prior written consent of the Contemplated Transactions, and other; or (ivb) take any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which other action that would be reasonably likely to (A) cause any condition to prevent or materially delay the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) receipt of any court such consent, approval, waiver, authorization, notice or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionnovation.

Notices and Consents. (a) As Each of the parties hereto shall use all reasonable efforts to cause the transactions contemplated by this Agreement and the Ancillary Documents to be consummated, including, without limitation, cooperating with each other and using all reasonable efforts promptly to prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable following the date hereofall permits, the Parties will give any notices toconsents, make any filings withapprovals, waivers, registrations, memberships and use authorizations of all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities Entities which are necessary or advisable in connection with to consummate the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information transactions contemplated hereby and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedthereby. (b) Buyer The parties hereto agree that they will consult with one another with respect to the obtaining of all permits, consents, approvals and Seller authorizations of all Governmental Entities and other third parties necessary or advisable to consummate the transactions contemplated by this Agreement and the Ancillary Documents, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein and therein. The party responsible for a filing shall each give prompt notice promptly deliver to the other party hereto evidence of the receipt filing of all applications, filings, registrations, memberships and notifications relating thereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party hereto a copy of each notice, order, opinion and other item of correspondence received by the filing party in respect of any written notice or other written communication from such filing (i) except for any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinconfidential portions thereof). (c) Buyer and Seller The parties hereto shall promptly advise each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist other upon receiving any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned communication from any Order (whether temporary, preliminary or permanent) of any court Governmental Entities or other Governmental Authority that third party whose consent or approval is in effect and that restricts, prevents or prohibits the required for consummation of the Contemplated Transactions, including transactions contemplated hereby which causes such party to believe that there is a reasonable likelihood that any such consent or approval will not be obtained or that the vigorous pursuit receipt of all available avenues of administrative and judicial appeal and all available legislative actionsuch consent or approval will be materially delayed or that the transaction contemplated hereby will become subject to additional conditions imposed by such Governmental Entities or other third party.

Notices and Consents. (a) As promptly as practicable following During the date hereofInterim Period, the Parties Seller will give any all notices to, make any filings with, to Governmental Authorities and other Persons and use reasonable efforts to obtain, in writing, without penalty or condition which is adverse to Buyer, all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary consents, Permits, certificates, covenants, waivers, authorizations or advisable in connection with the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be novations required in connection with the Contemplated Transactionstransactions contemplated by this Agreement and the Related Agreements as expeditiously as possible. During the Interim Period, (ii) any Governmental Authority in connection with the Contemplated TransactionsRepresentative will provide Buyer a complete copy of all letters, (iii) applications or other documents prior to their submission to or promptly after receipt from any Governmental Authority or other Person regarding with respect to each consent, Permit, certificate, covenant, waiver, authorization or novation, and will afford Buyer the initiation or threat opportunity to comment on any letter, application and other document to be submitted reasonably in advance of initiation the anticipated time of submission. During the Interim Period, Representative will inform Bxxxx of the content of any Claims oral submission reasonably in advance of an anticipated oral communication with any Governmental Authority and afford Buyer the opportunity to comment on any such oral submission. During the Interim Period, Representative will promptly and regularly advise Buyer concerning the status of each consent, Permit, certificate, covenant, waiver, authorization or Proceedings againstnovation, including any difficulties or delays experienced in obtaining and any conditions required for such items. During the Interim Period, Seller will not permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Authority with respect to any filings, investigation or other inquiry relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of transactions contemplated hereby unless Representative consults with Buyer in advance and, to the Contemplated Transactionsextent permitted by such Governmental Authority, gives Buyer the opportunity to attend and participate thereat. During the Interim Period, Seller nor Buyer will: (i) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement or the Related Agreements without the prior written consent of, Representative, with respect to the Buyer, and Buyer with respect to Seller; or (ivii) take any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which other action that would be reasonably likely to (A) cause any condition to prevent or materially delay the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) receipt of any court such consent, approval, waiver, authorization, notice or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionnovation.

Notices and Consents. (a) As promptly as practicable following the date hereof, the Parties Each Seller and each Acquired Company will give any notices to, make any filings withall notices, and each Seller, each Acquired Company and Buyer shall use all Commercially Reasonable Efforts commercially reasonable efforts to obtain any Consents of third parties and Governmental Authorities all consents, approvals, waivers, authorizations, or novations, as the case may be, necessary or advisable in connection with the consummation transactions contemplated by this Agreement or any Related Agreement as expeditiously as possible. Any instrument evidencing any such consent, approval, waiver, authorization, notice or novation to be obtained prior to the Closing will be in form and substance satisfactory to Buyer. Seller will provide Buyer true, complete and correct copies of all letters, applications or other documents prior to their submission to, or promptly after receipt from, any Person with respect to each such consent, approval, waiver, authorization, notice or novation. Each of the Contemplated Transactions. Subject to Parties will promptly and regularly advise the other Party concerning the status of each such consent, approval, waiver, authorization, notice and novation, including any applicable Lawdifficulties or delays such Party has experienced in obtaining and any conditions required for any such consent, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authoritiesapproval, providedwaiver, that Buyer shall not be required to Dispose authorization, notice or novation (including receipt of any assets oral communication from a Governmental Authority). No Party shall and each shall cause its Affiliates and each of their respective officers or be required any other representatives or agents not to refrain from doing business participate in particular jurisdictions if required by any meeting with any Governmental Authority as a condition with respect to any filings, investigation or other inquiry relating to the granting transactions contemplated hereby unless, in the case of any authorization necessary for either Seller or the consummation of the Contemplated Transactions or as may be required to avoidAcquired Companies, lift, vacateRepresentative consults with Buyer, or reverse any legislativein the case of Buyer, administrativeBuyer consults with Representative in advance and, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the extent permitted by such Governmental Authority, gives such Party the opportunity to attend and participate thereat. No Party shall and Sellers shall not permit any other of the receipt of any written notice or other written communication from Acquired Company to: (i) enter into any Person alleging that agreement with any Governmental Authority not to consummate the consent of such Person is transactions contemplated by this Agreement or may be required in connection with the Contemplated Transactions, any Related Agreement; or (ii) take any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller action that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause prevent or materially delay the receipt of any condition to such consent, approval, waiver, authorization, notice or novation, in each case, without the obligations prior written consent of Buyer, in the other Party to consummate the Contemplated Transactions not to be satisfiedcase of any such action by HK Seller, (B) cause a breach of the representations, warranties or covenants of such Party under this AgreementUS Seller, or (C) delay any Acquired Company, or impede Representative, in the ability case of Buyer or Seller, respectively, to consummate Buyer. In the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned event any Order (whether temporary, preliminary or permanent) is issued by a court of any court competent jurisdiction or other Governmental Authority that is in effect and that restricts, prevents legal or prohibits regulatory restraint or prohibition preventing the consummation of transactions contemplated by this Agreement and any Related Agreement, the Contemplated TransactionsParties shall use their respective commercially reasonable efforts to have such Order lifted. The Parties agree that Section 4.1(b) shall govern the Parties respective obligations and rights with respect to the HSR Act and any other requirements under any other Antitrust Laws, including and in the vigorous pursuit event of all available avenues of administrative any conflict between this Section 4.1(c) and judicial appeal and all available legislative actionSection 4.1(b), Section 4.1(b) shall control.

Notices and Consents. (a) As promptly as practicable following practicable, each of the date hereofBuyer and the Seller shall properly prepare and file any other filings required under federal or state law relating to the transactions contemplated by this Agreement (including filings, if any, required under the Parties will give any notices toXxxx-Xxxxx-Xxxxxx Act) and shall use its commercially reasonable efforts to obtain, make any filings withat its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and use to effect all Commercially Reasonable Efforts registrations, filings and notices with or to obtain any Consents of third parties Governmental Entities, as may be required for such party to consummate the transactions contemplated by this Agreement ***** REPRESENTS TEXT OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. and Governmental Authorities necessary or advisable to otherwise comply with all applicable laws and regulations in connection with the consummation of the Contemplated Transactionstransactions contemplated by this Agreement (collectively, "GOVERNMENTAL FILINGS AND CONSENTS"). Subject to any applicable Law, Each of the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to promptly notify the other Parties of the receipt of any written notice comments on, or any request for amendments or supplements to, any Governmental Filings and Consents by any Governmental Entity or official, and each Party shall supply the other written communication from (i) with copies of all correspondence between it and each of its subsidiaries and representatives, on the one hand, and any Person alleging that other appropriate governmental official, on the consent other hand, with respect to any Governmental Filings and Consents. Each of such Person is or may the Parties shall use its commercially reasonable efforts to obtain and furnish the information required to be included in any Governmental Filings and Consents. Notwithstanding the foregoing, in no event shall the Buyer be required to sell, divert or otherwise dispose of any assets, businesses or lines of business in connection order to comply with the Contemplated Transactionsforegoing, (ii) nor shall the Buyer be required to agree to or observe any Governmental Authority restrictions or limitations on its ability to conduct or engage in connection any line of business in order to comply with the Contemplated Transactionsforegoing. The Seller shall use its commercially reasonable efforts to obtain, (iii) any Governmental Authority at its expense, all such waivers, consents or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial actionapprovals from third parties, and to have vacatedgive all such notices to third parties, lifted, reversed or overturned any Order (whether temporary, preliminary or permanentas are required to be listed in Section 3(c) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionSeller Disclosure Schedule.

Notices and Consents. Seller Parties shall use their commercially reasonable efforts to: (ai) As promptly as practicable following provide, in coordination with Buyer, all notices required of any Governmental Authority to consummate the date hereof, the Parties will give any notices to, make any filings with, and use transaction contemplated herein; (ii) obtain all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities Authorizations (or exemptions therefrom) necessary or advisable in connection with the consummation of the Contemplated Transactions. Subject required to any applicable Law, the allow Seller Parties shall to perform their obligations under this Agreement; (iii) assist and cooperate with each other Buyer and its representatives and counsel in exchanging information and assistance in connection with obtaining any Consents of third parties and all Governmental Authorities, provided, Authorizations that Buyer shall not be required to Dispose deems necessary or appropriate in the preparation of any assets document or other material that may be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition predicate to or as a result of the transactions contemplated herein (except with respect to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice filings pursuant to the other of HSR Act, which shall be filed by the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, date set forth below); and (iv) obtain any Person regarding and all third-party consents described in the occurrence last sentence of Section 8.6. With the assistance and cooperation of Seller Parties set forth above, Buyer shall give any required notices to, make any required filings with, and use its best efforts to obtain the required Governmental Authorizations. To the extent that Seller Parties and Buyer have not obtained all necessary Governmental Authorizations and consents or nonoccurrence of approvals from any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations private third-party in accordance with this Section 10.6 as of the other Party Closing and Buyer nonetheless elects to consummate close, then upon request by Buyer, Seller Parties shall use their commercially reasonable efforts to: (a) cooperate with Buyer in any reasonable and lawful arrangements under which Buyer would obtain the Contemplated Transactions not to be satisfied, (B) cause a breach benefit of the representations, warranties or covenants of such Party under this Agreement, or matter concerned; and (Cb) delay or impede enforce for the ability account of Buyer any rights of Seller Parties arising from the matter concerned at Buyer’s expense. If any Governmental Authorization or Sellerother authorization, respectivelyconsent or approval cannot be obtained, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree Parties will cooperate in any legal and commercially reasonable arrangement to cooperate obviate the need for that license or other authorization, consent or approval. Seller Parties and Buyer will use commercially reasonable efforts to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial actionmake their own filing, and to have vacatedassist one another in making the others’ filing, lifted, reversed or overturned any Order of a pre-merger notification report form pursuant to the HSR Act no later than five (whether temporary, preliminary or permanent5) of any court or other Governmental Authority that is in effect Business Days from the date hereof. Seller Parties and that restricts, prevents or prohibits Buyer will share equally all filing fees under the consummation of HSR Act with respect to the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. Prior to the Closing and as necessary following the Closing: (a) As promptly as practicable following Seller will, or will cause the date hereofOther Sellers to, give any notices to third parties, and each of the Parties will give any notices to, make any filings with, and use all Commercially Reasonable Efforts its reasonable best efforts to obtain any Consents third party consents or sublicenses and transfer all Permits (or apply for new Permits in the name of third parties Newco) with respect to the Permits that are not transferable) as are necessary and Governmental Authorities necessary or advisable appropriate to consummate the transactions contemplated hereby, including in connection with the consummation matters referred to in Section 5.3(a) of the Contemplated Transactions. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, Disclosure Schedule; provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoidhowever, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from that: (i) Seller shall, in consultation with Buyer, control all correspondence and negotiations with third parties regarding any Person alleging such matters; provided, further, that Seller shall periodically update Buyer, at Buyer’s request, on the consent status of such Person is or may be required in connection with the Contemplated Transactionsnegotiation and, upon request, provide Buyer copies of written requests delivered to such third parties; (ii) Buyer shall bear any Governmental Authority reasonable effects as a result of amendments or modifications to any Transferred Contract (including granting reasonable security interests in connection with the Contemplated Transactionsrelated property or rights of entry or easements to related Facilities), including any Maintenance Costs, as is necessary to obtain such consent or sublicense; (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Seller and Buyer or Seller that relate to the consummation shall each pay one-half of the Contemplated Transactions, reasonable costs incurred to obtain such consent or sublicense; and (iv) solely as to any Person regarding Environmental Permit set forth on Section 5.3(a) of the occurrence Disclosure Schedule which cannot be transferred or nonoccurrence of any event reissued prior to Closing despite the occurrence or nonoccurrence of which would be reasonably likely Parties’ reasonable best efforts and mutual cooperation, in order to (Asatisfy the condition set forth in Section 7.1(c) cause any condition and absent an objection by the relevant Governmental Authority to the obligations of following arrangement, the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each Parties agree to cooperate and enter into an arrangement by which Newco may operate on an interim basis pursuant to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative Sellers’ Environmental Permit pending transfer or judicial actionre-issuance, and to have vacatedapprise the relevant Governmental Authority of such arrangement. Each Party, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) at the request of any court other Party, shall, and shall cause any Subsidiary thereof to, use reasonable best efforts to obtain, or other Governmental Authority that is to cause to be obtained, any consent, substitution, or amendment required for any third party to novate any Transferred Contract or to obtain in effect writing the unconditional release of such third party to such arrangements, so that, in any case, as between Buyer, Newco and that restrictssuch third party, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionNewco will be solely responsible for performance under such Contracts.

Notices and Consents. (a) As promptly as practicable following Parent shall, and shall cause each of the date hereofTarget Companies and the Target Subsidiaries to, the Parties will give any notices to third parties, and shall, and shall cause each of the Target Companies and the Target Subsidiaries to, make any filings with, and use all Commercially Reasonable Efforts reasonable best efforts to obtain any Consents of third parties and Governmental Authorities necessary or advisable party consents referred to in connection with the consummation Section 4(c) of the Contemplated TransactionsDisclosure Schedule; provided that Parent shall have no obligation to pay money or make any concessions to obtain such consents. Subject to any applicable Law, the Parties shall cooperate Buyer acknowledges that certain consents and waivers with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition respect to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as transactions contemplated by this Agreement may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice from parties to the other Business Contracts and that such consents and waivers may not be obtained prior to Closing. Buyer acknowledges that, subject to compliance with Section 2(d) and this Section 5, Parent and its Affiliates shall not have any liability whatsoever to Buyer arising out of or relating to the receipt of failure to obtain any written notice consents or other written communication from (i) any Person alleging waivers that the consent of such Person is or may be required in connection with the Contemplated Transactionstransactions contemplated by this Agreement or because of the termination of any Business Contract as a result thereof. Buyer acknowledges that no representation, warranty or, subject to compliance with Section 2(d) and this Section 5, covenant of the Sellers contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or waiver, (ii) any Governmental Authority in connection with the Contemplated Transactions, such termination or (iii) any Governmental Authority lawsuit, action, proceeding or other Person regarding the initiation investigation commenced or threat of initiation threatened by or on behalf of any Claims Person arising out of or Proceedings againstrelating to the failure to obtain any such consent or any such termination. Subject to the terms and conditions herein, relating toParent and Buyer agree to use their reasonable best efforts to take, or involving or otherwise affecting Buyer or Seller that relate cause to the consummation of the Contemplated Transactionsbe taken, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely all actions necessary to (A) cause any condition to the obligations of the other Party to expeditiously consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under transactions contemplated by this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, including using reasonable best efforts to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer make all necessary domestic and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any actionforeign government filings, including legislativefilings under the Xxxx-Xxxxx-Xxxxxx Act and any Foreign Merger Control Law, administrative or judicial actionrespond to government requests for information, and to have vacatedobtain all necessary governmental, liftedjudicial or regulatory actions or non-actions, reversed or overturned any Order (whether temporaryorders, preliminary or permanent) of any court or other Governmental Authority that is in effect waivers, consents, clearances, extensions and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionapprovals.

Notices and Consents. (a) As The Merging Corporation and the Seller shall promptly as practicable following the date hereof, the Parties will give any such notices to, make any filings with, and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities use their reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may reasonably deem necessary or advisable desirable in connection with the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties transactions contemplated by this Agreement. (b) The Purchaser shall cooperate with each and use all reasonable efforts to assist the Merging Corporation and the Seller in giving such notices and obtaining such consents and estoppel certificates; PROVIDED, HOWEVER, that the Purchaser shall have no obligation to give any guarantee or other in exchanging information and assistance consideration of any nature in connection with obtaining any Consents of third parties and Governmental Authoritiessuch notice, provided, that Buyer shall not be required consent or estoppel certificate or to Dispose consent to any change in the terms of any assets agreement or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition arrangement which the Purchaser, at its reasonable discretion, may deem adverse to the granting interest of the Purchaser or the Merging Corporation. (c) Neither the Merging Corporation nor the Seller knows of any authorization reason why all the consents, approvals and authorizations necessary for the consummation of the Contemplated Transactions or as may transactions contemplated hereby will not be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedreceived. (bd) Buyer The Seller and Seller shall each give prompt notice the Purchaser agree that, in the event any consent, approval or authorization necessary or desirable to preserve, for the Surviving Company, any material right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Merging Corporation is a party, is not obtained prior to the other Effective Time, the Seller will, subsequent to the Effective Time, cooperate with the Purchaser and the Surviving Corporation in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller will use his reasonable best efforts to provide the Surviving Corporation with the material rights and benefits of the receipt of any written notice affected lease, license, contract, commitment or other written communication from (i) any Person alleging that agreement or arrangement, and, if the consent of Seller provides such Person is or may be required in connection with rights and benefits, the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to Surviving Corporation shall assume the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinand burdens thereunder. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (ai) As The Sellers will give any notices to third parties, and will use their reasonable best efforts to seek any third party consents that are set forth in §3(c) of the Disclosure Schedule. Each of the Parties will, as promptly as practicable following the date hereofpracticable, the Parties will give any notices to, make any filings with, and use all Commercially Reasonable Efforts its commercially reasonable best efforts to obtain any Consents required authorizations, consents, clearances and approvals of third parties Governmental Entities and Governmental Authorities will cooperate with the other Party in making any filings required to be made by any of them. Without limiting the generality of the foregoing, each of the Parties will promptly (but in any event on or before December 4, 2003) file any (x) Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, including seeking early termination of the waiting period thereunder, and (y) forms, notices and applications with the German Federal Cartel Office, will use its commercially reasonable best efforts to cause the expiration or termination of the applicable waiting period or to obtain the necessary approvals, and will make any further filings pursuant thereto that may be necessary, proper, or advisable in connection with the consummation therewith. (ii) In furtherance and not in limitation of §5(b)(i), if any investigation, suit, action or proceeding is threatened or instituted challenging any of the Contemplated Transactions. Subject to transactions contemplated hereby as violative of any applicable Antitrust Law, the Parties shall will cooperate with each other and oppose vigorously and use their commercially reasonable best efforts to prevent the entry in exchanging information and assistance a proceeding or administrative action brought under any Antitrust Law by any Governmental Entity or any other Person of any permanent or preliminary injunction or other order, decree or ruling that would make consummation of the transaction in connection accordance with obtaining any Consents the terms of third parties and Governmental Authorities, providedthis Agreement unlawful, that would delay consummation of the transactions contemplated beyond May 31, 2004 or that would prevent or otherwise restrain, enjoin or prohibit such consummation, and to effect the dissolution of any such injunction or order, including through prosecution of appeals. The Parties will use their respective commercially reasonable best efforts to include the other Parties in all conversations, discussions, hearings or other meetings, whether in person or by telephone, that it or its representatives has with any Governmental Entity with respect to the transactions contemplated by this Agreement. The Sellers, on the one hand, and the Buyer, on the other hand, shall (x) promptly inform the other of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding any of the transactions contemplated hereby, and (y) subject to applicable Law, consult with the other with respect to such communication. If any Party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated hereby, then such Party will endeavor in good faith to make, or cause to be made, as soon as possible, an appropriate response in compliance with such request. Notwithstanding this §5(b)(ii) or any other provision of this Agreement, the Buyer shall not be required obligated to Dispose (and shall not be obligated to cause any of its Affiliates to) agree to divest, license, hold separate or otherwise restrict (1) the use or operation of any business or assets of the Buyer (or be required any of its Affiliates) or (2) the use or operation of the Business or any Acquired Assets, in each case, to refrain from doing the extent such divestiture, licensing, holding or restriction would have a material and adverse impact on (x) the Business or (y) the business in particular jurisdictions if required by any Governmental Authority of the Buyer and its Affiliates taken as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedwhole. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (aThe Seller will give and will cause each of the Target and its Subsidiaries to give any notices to third parties, and will use and cause each of the Target and its Subsidiaries to use its best efforts to obtain any third party consents, that the Buyer reasonably may request in connection with the matters referred to in Section 4(c) As promptly as practicable following the date hereof, above. Each of the Parties will (and the Seller will cause each of the Target and its Subsidiaries to) give any notices to, make any filings with, and use all Commercially Reasonable Efforts its reasonable best efforts to obtain any Consents authorizations, consents, and approvals of third parties governments and Governmental Authorities necessary or advisable governmental agencies in connection with the consummation matters referred to in Section 3(a)(ii), Section 3(b)(ii) and Section 4(c) above, except that Buyer will use its reasonable efforts to become qualified to hold the FCC Licenses under the FCC C-Block regulations. Without limiting the generality of the Contemplated Transactions. Subject foregoing covenant, Buyer will reasonably cooperate with Seller and do all things that are commercially reasonable to any applicable Lawassist Seller to obtain all FCC consents and approvals necessary for the transfer of control or assignment to Buyer of the Target Shares, the Parties Licensee Shares, and the Assets (including without limitation, the FCC Licenses), including the furnishing of financial and other information specifically with respect to Buyer reasonably required by the FCC. Seller shall cooperate provide adequate prior written notice to Buyer of any meeting with each other in exchanging information governmental authorities the purpose of which is to seek a consent or approval to the transactions contemplated hereby, and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required use all reasonable efforts to Dispose furnish a representative to attend meetings with appropriate government authorities for the purpose of any assets obtaining such consents or be required approvals. Buyer and Seller hereby agree to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition prepare and file at their own expense the necessary Form 490 with the FCC transferring control or assigning the FCC Licenses to Buyer and diligently pursue, at Buyer's expense, the granting processing of any authorization the transfer of control or assignment of the FCC Licenses to Buyer and to file for all other necessary regulatory approvals for the consummation of the Contemplated Transactions or as transactions contemplated by this Agreement, all within twenty (20) business days of the date of execution of this Agreement. Without limiting the generality of the foregoing, each of the Parties will file (and the Seller will cause each of the Target and its Subsidiaries to file, if applicable) any Notification and Report Forms and related material that it may be required to avoidfile with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Xxxxx-Xxxxxx Xxx, liftwill use its reasonable best efforts to obtain (and the Seller will cause each of the Target and its Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, vacateand will make (and the Seller will cause each of the Target and its Subsidiaries to make) any further filings pursuant thereto that may be reasonably necessary, proper, or reverse advisable in connection therewith. Nothing in Sections 5(a) or 5(b) shall require Buyer to acquire or to divest any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required Assets in connection with its efforts to become qualified to hold licenses under the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (FCC C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein-Block regulations. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly as practicable Immediately following with the date hereofexecution and delivery of this Agreement, the Parties will give any notices toCompany shall, make any filings within accordance with the DGCL and the Company’s Organizational Documents, and use all Commercially Reasonable Efforts provide the Buyer with a copy of the written consent reflecting the Company Stockholder Approval. The materials submitted to obtain any Consents of third parties and Governmental Authorities necessary or advisable the Stockholders in connection with the consummation Company Stockholder Approval shall include the Company’s board of directors’ resolution recommending that the Contemplated Transactions. Subject to any applicable Law, Stockholders vote in favor of adoption of this Agreement in accordance with the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedDGCL. (b) The Company shall give any notices to third parties required in connection with the Closing, and the Company will use commercially reasonable efforts to obtain any third-party consents set forth on Schedule 3.3(c). (c) From the date hereof until the Closing, the Company shall promptly notify the Buyer in writing of: (i) any Event which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Company hereunder not being true and Seller shall each give prompt notice correct or (C) has resulted in, or could reasonably be expected to result in, the other failure of any of the receipt of conditions set forth in Section 8.1 to be satisfied; (ii) any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, transactions contemplated by this Agreement; (iiiii) any notice or other communication from any Governmental Authority in connection with the Contemplated Transactions, transactions contemplated by this Agreement; and (iiiiv) any Governmental Authority or other Person regarding Proceedings commenced or, to the initiation or threat of initiation of any Claims or Proceedings Company's Knowledge, threatened against, relating to, to or involving or otherwise affecting Buyer the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.15, or Seller that relate relates to the consummation of the Contemplated Transactionstransactions contemplated by this Agreement. The Buyer’s receipt of information pursuant to this Section 5.2(c) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company in this Agreement and shall not be deemed to amend or supplement the Disclosure Schedules. From time to time prior to the Closing, the Company shall have the right (ivbut not the obligation) to supplement or amend the Disclosure Schedule with respect to any Person regarding matter hereafter arising or of which it becomes aware after the occurrence date hereof (each, a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or nonoccurrence breach of any event the occurrence representation or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under warranty contained in this Agreement, including for purposes of the indemnification or (C) delay termination rights contained in this Agreement or impede of determining whether or not the ability conditions of Closing have been satisfied; provided, however, if the Company notifies the Buyer or Seller, respectively, in writing that the Company irrevocably agrees that Buyer has the right to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial actionterminate this Agreement as a result of matters disclosed in such Schedule Supplement, and the Buyer does not terminate the Agreement within thirty (30) days after receiving such notification, then the Buyer shall be deemed to have vacated, lifted, reversed or overturned irrevocably waived any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionright to terminate this Agreement with respect to such matter.

Notices and Consents. (a) As promptly as practicable following Each of Parent, Purchaser, Merger Sub, PEG Holdings and the date hereof, the Parties will give any notices to, make any filings withCompany shall cooperate with one another, and use all Commercially Reasonable Efforts the Company shall cause the other Acquired Companies to obtain cooperate with Parent, Purchaser and Merger Sub in determining whether any Consents of third actions are required to be taken or any consents, approvals or waivers are required to be obtained from parties and Governmental Authorities necessary to any Material Contracts or advisable other contracts, in connection with the consummation of the Contemplated Transactionstransactions contemplated by this Agreement. Subject Upon Merger Sub’s, Purchaser’s or Parent’s request, the Company and PEG Holdings shall, and shall cause the other Acquired Companies to, use commercially reasonable efforts (including by cooperating with the Merger Sub and Parent) in connection with the giving of notices of the transactions contemplated by this Agreement to any applicable Lawthird parties, including pursuant to any contracts or agreements to which any of the Parties Acquired Companies is a party. Prior to the Closing, Parent, Purchaser, Merger Sub and the Company shall cooperate with use their respective commercially reasonable efforts (and the Company shall cause the other Acquired Companies to use their respective commercially reasonable efforts) to obtain any third party consents, waivers or novations required pursuant to the terms of any contracts or agreements that are necessary or appropriate to operate the Acquired Companies after the Closing. Parent, Purchaser, Merger Sub and the Company shall each other in exchanging information bear their own costs and assistance expenses incurred in connection with obtaining any Consents such consents; provided that in connection with obtaining any such third party consent, waiver or novation, none of third parties and Governmental AuthoritiesParent, providedPurchaser, that Buyer shall not Merger Sub or any Acquired Company will be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to (and, without the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is Parent, Purchaser or may be required in connection with the Contemplated TransactionsMerger Sub, will any Acquired Company) make or agree to make more than a de minimis payment (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence one half of which would shall be reasonably likely to (Apromptly reimbursed by Parent, Purchaser or Merger Sub upon notice from the Acquired Company) cause or accept any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties material conditions or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any actionobligations, including legislative, administrative or judicial action, amendments to existing conditions and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionobligations.

Notices and Consents. (a) As promptly Sellers will give any notices to third parties and will use their respective reasonable best efforts to obtain any third party consents that are required in connection with the relevant matters identified in the Sellers’ Disclosure Letter or otherwise required in connection with the transactions contemplated by this Agreement so as practicable following to preserve all material rights of or benefits to Buyer relating to the date hereofPurchased Assets, the Assumed Liabilities or the Business. Each of the Parties will give any notices to, make any filings with, and use all Commercially Reasonable Efforts its reasonable best efforts to obtain any Consents authorizations, consents, and approvals of third parties Governmental Bodies in connection with the relevant matters identified in the Sellers’ Disclosure Letter or as otherwise required in connection with the transactions contemplated by this Agreement. (b) Subject to applicable laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege, Buyer and Sellers shall have the right to review and reasonably comment on in advance, and to the extent practicable each will consult the other on, all the information relating to Buyer or Sellers, as the case may be, and any of their respective Subsidiaries, that appear in any filing made or oral communication with, or written materials submitted to, any Person and/or any Governmental Authorities Body in connection with the transactions contemplated hereby or by the Ancillary Agreements; provided, however, that Buyer and Sellers may, as each deems advisable and necessary, (x) redact any information concerning Buyer’s valuation of Buyer, and (y) designate any competitively sensitive material provided to the other under this Section 6.2 as “outside counsel only,” in which case, such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer or Sellers, as the case may be) or its legal counsel. In exercising the foregoing right, each of Buyer and Sellers shall act reasonably and as promptly as practicable. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to offer or commit to divest any business or assets or agree to any limitation on the conduct of its or any of its Subsidiaries’ businesses, and Sellers shall not enter into any such agreement, or make any such commitment, or offer to enter into any such agreement or to make any such commitment, with respect to its or any of its Subsidiaries’ assets or businesses, without the prior written consent of Buyer. (c) Subject to applicable law and the preservation of any applicable attorney-client privilege, Buyer and Sellers each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the consummation Proxy Statement or any other statement, filing, notice or application made by or on behalf of the Contemplated Transactions. Subject Buyer, Sellers or any of their respective Subsidiaries to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactionstransactions contemplated hereby or by the Ancillary Agreements. (d) Subject to any confidentiality obligations and the preservation of any attorney-client privilege, (ii) Buyer and Sellers each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby or by the Ancillary Agreements, including promptly furnishing the other with copies of notices or other communications received by Buyer or Sellers, as the case may be, or any of its Subsidiaries, from any Person with respect to the transactions contemplated hereby or by the Ancillary Agreements. Each of Buyer and Sellers agree not to participate, or to permit its Subsidiaries to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority Body in connection with the Contemplated Transactions, (iii) any Governmental Authority transactions contemplated hereby or other Person regarding by the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of Ancillary Agreements unless it consults with the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectivelyin advance and, to consummate the Contemplated Transactions or extent not prohibited by such Governmental Body, gives the other Party the opportunity to fulfill their respective obligations set forth hereinattend and participate. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As The Merging Corporation and the Sellers shall promptly as practicable following the date hereof, the Parties will give any such notices to, make any filings with, and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary use its or advisable their reasonable efforts to obtain such third party consents and estoppel certificates as the Parent may reasonably deem neces sary or desirable in connection with the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties transactions contemplated by this Agreement. (b) The Parent shall cooperate with each and use all reasonable efforts to assist the Merging Corporation and the Sellers in giving such notices and obtaining such consents and estoppel cer tificates; provided, however, that the Parent shall have no obligation to give any guarantee or other in exchanging information and assistance consideration of any nature in connection with obtaining any Consents of third parties and Governmental Authoritiessuch notice, provided, that Buyer shall not be required consent or estoppel certificate or to Dispose consent to any change in the terms of any assets agreement or be required to refrain from doing business arrangement which the Parent in particular jurisdictions if required by any Governmental Authority as a condition its reasonable discretion may deem adverse to the granting interests of the Parent or the Merging Corporation. (c) Neither the Merging Corporation nor any of the Sellers knows of any authorization reason why all the consents, approvals and authorizations necessary for the consummation of the Contemplated Transactions or as may transactions contemplated hereby will not be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedreceived. (bd) Buyer The Sellers and Seller shall each give prompt notice the Parent agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Surviving Corporation any material right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Merging Corporation is a party is not obtained prior to the other Effective Time, the Sellers will, subsequent to the Effective Time, cooperate with the Parent and the Surviving Corporation in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Sellers will use their reasonable best efforts to provide the Surviving Corporation with the material rights and benefits of the receipt of any written notice affected lease, license, contract, commitment or other written communication from (i) any Person alleging that agreement or arrangement for the consent term of such Person is or may be required in connection with the Contemplated Transactionslease, (ii) any Governmental Authority in connection with the Contemplated Transactionslicense, (iii) any Governmental Authority contract or other Person regarding agreement or arrangement, and, if the initiation or threat of initiation of any Claims or Proceedings againstSellers provide such rights and benefits, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to Surviving Corporation shall assume the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinand burdens thereunder. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly as practicable following Seller shall cause the date hereofAcquired Entities to give any notices to third parties, and shall cause the Parties will Acquired Entities to use their Commercially Reasonable Efforts to obtain any third party Consents for the leases listed on Schedule 4.3 necessary in connection with the Transactions. Seller shall cause each Acquired Entity to give any notices to, make any filings with, and use all its Commercially Reasonable Efforts to obtain any third party Consents of Governmental Bodies, if any, required pursuant to any applicable Law in connection with the Transactions. (b) Buyer shall cooperate with the Acquired Entities in assisting such Persons in obtaining the Consents for the leases listed on Schedule 4.3 necessary in connection with the Transactions. Buyer shall give any notices to, make any filings with, and use its Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary or advisable Bodies, if any, required pursuant to any applicable Law in connection with the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to Each Party shall cooperate and to use all its Commercially Reasonable Efforts to vigorously contest and agree jointly on a method to resist overcome any actionobjections by any Governmental Body to the Transactions. (d) Buyer shall cooperate with Seller in obtaining the Consents for the leases listed on Schedule 5.2(d) necessary in connection with the Transactions. If any such Consents are not obtained by the Closing Date, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) resulting in the closure of any court or other Governmental Authority of such stores at such lease locations, Seller shall pay Buyer the amount on Schedule 5.2(d) for the Consent not obtained with respect to any such store within five (5) business days after the date of such store closure; provided, however, that is Seller’s Liability hereunder relating to the failure to obtain such Consents shall not exceed $3.0 million in effect and that restricts, prevents or prohibits the consummation of aggregate. Buyer shall bear any remaining Liability resulting from the Contemplated Transactions, including failure to obtain any such Consents with respect to the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionleases listed on Schedule 5.2(d).

Notices and Consents. (a) As promptly as practicable following The Company will, and will cause each Company Subsidiary, to give any notices to third parties, and will use its Commercially Reasonable Best Efforts to obtain any third party Consents listed on Section 5.3(c) of the date hereof, the Parties Company Disclosure Schedule or that Parent reasonably requests. The Company will and will cause each Company Subsidiary to give any notices to, make any filings with, and use all its Commercially Reasonable Best Efforts to obtain any Consents of third parties and Governmental Authorities necessary or advisable Bodies, if any, required pursuant to any applicable Law in connection with the consummation Transactions including in connection with the matters referred to in Section 5.3(c) of the Contemplated TransactionsCompany Disclosure Schedule. Subject to any applicable Law, the Parties Parent shall reasonably cooperate with each other the Company in exchanging obtaining such third-party Consents, which cooperation shall include, without limitation, making available to the Company on a timely basis information concerning Parent and assistance Buyer that is reasonably necessary or otherwise required to be furnished in connection with obtaining any Consents of third parties and Governmental Authorities, such Consents; provided, that notwithstanding anything contained in this Section 6.2(a) or this Agreement to the contrary, neither Parent nor Buyer shall not be required obligated to Dispose of provide any assets material non-public information to the Company, or to any Person, or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting make public disclosure of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedmaterial non-public information. (b) Buyer Each Party will cooperate and Seller shall each give prompt notice use its Commercially Reasonable Best Efforts to agree jointly on a method to overcome any objections by any Governmental Body to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer Nothing in this Section 6.2 will require that (i) Parent or its Affiliates divest, sell, or hold separately any of its assets or properties, or (ii) Parent, its Affiliates, or the Company (the determination with respect to which Parent will make) take any actions that could materially adversely affect the normal and Seller regular operations of Parent, its Affiliates, or the Company after the Equity Closing. (d) The Company shall use its Commercially Reasonable Best Efforts to deliver, within three (3) Business Days of the date of this Agreement, a redemption notice, in the form of Exhibit L, to all holders of outstanding warrants to purchase shares of Company Common Stock with an exercise price of $0.10 per share (the “Redemption Notices”). (e) The Company will, and will cause each agree to cooperate and Company Subsidiary, to use all its Commercially Reasonable Best Efforts to vigorously contest give the notices, make the filings and to resist any action, including legislative, administrative or judicial actionpayments, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or take such other Governmental Authority that is actions as described in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.Schedule H.

Notices and Consents. (a) As promptly as practicable following the date hereof, Each of the Parties will shall use its respective commercially reasonable efforts to obtain all consents, including all Required Consents, from any third party that are required in connection with the consummation of the transactions contemplated hereby. In addition, each of the Company Entities and Sellers shall give any notices to, make any filings with, and use all Commercially Reasonable Efforts its commercially reasonable efforts to obtain any Consents of third parties authorizations, consents, and approvals of, Governmental Authorities required in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, to the extent applicable, each of Sellers and Buyer will file as promptly as practicable, but in any event (x) within 15 Business Days after the date of this Agreement, any applications, exhibits, notification and report forms and related material that may be required to file with FERC under Section 203 of the Federal Power Act, and (y) within 10 Business Days after the date of this Agreement, any notification and report forms and related material that may be required to file with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, and promptly will make any further filings and supply any additional information and documentary material that may be reasonably requested pursuant thereto. The Parties shall, and shall cause their respective Affiliates to, request expedited treatment of any such filings and cooperate with one another in the preparation of such filings in such manner as is reasonably necessary and appropriate. Buyer shall be responsible for and shall pay all fees or advisable make other payments required by applicable Law to any Governmental Authority with respect to any filings required under the Federal Power Act and the Xxxx-Xxxxx-Xxxxxx Act and any other required authorizations, consents, orders or approvals, if applicable, in connection with the transactions contemplated by this Agreement. (b) Without limiting the generality of Buyer’s undertaking pursuant to Section 6.02(a), Buyer shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to obtain all consents, authorizations or approvals of Governmental Authorities required in connection with the consummation of the Contemplated Transactionstransactions contemplated hereby so as to enable the Parties to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the Termination Date. Subject Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that neither Buyer nor Sellers shall have any obligation (x) to pay any material consideration, other than customary fees imposed by Governmental Authorities and professional fees of counsel, (y) to offer to grant, or agree to, any financial or other accommodation that would be material to the business of Buyer or Seller or any of their respective Affiliates or to the value of the transaction contemplated hereby, or (z) take any action of the type referred to in Section 8.01(c)(ii)-(iv), in each case in order to obtain any of the Required Consents or any required consents, authorizations or approvals of Governmental Authorities. (c) Without in any way limiting the foregoing, each of Buyer and Sellers shall consult and cooperate with one another and consider in good faith the views of one another in connection with any substantive analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of any party in connection with proceedings under the Federal Power Act and the regulations thereunder and the Xxxx-Xxxxx-Xxxxxx Act and any other applicable trade regulation or foreign direct investment Law, and communicate with applicable Governmental Authorities, including the Federal Trade Commission and the Department of Justice, and other third parties in connection with such Laws. In furtherance of the foregoing, subject to applicable confidentiality restrictions or restrictions required by applicable Law, each Party shall promptly notify the other Parties of any substantive communication it or any of its representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed substantive communication by such party to any Governmental Authority. Each of the Parties shall permit outside counsel of the other Party to be present or participate in any materially substantive call, discussion, or meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation, or other inquiry unless (i) prohibited by such Governmental Authority or (ii) it consults with the other party in advance and gives the other party the opportunity to attend and participate in such call, discussion or meeting. Each Party hereto shall, and shall cause its representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties hereto may reasonably request in connection with obtaining any Consents of third parties the foregoing and Governmental Authorities, provided, that Buyer shall not be required to Dispose in seeking early termination of any assets applicable waiting periods or be required clearance of the transactions contemplated hereby, including under the Federal Power Act and the Xxxx-Xxxxx-Xxxxxx Act. Each Party to refrain from doing business in particular jurisdictions if required by this Agreement shall, and shall cause its outside counsel to, provide each other with copies of all correspondence, filings (excluding Buyer’s Xxxx-Xxxxx-Xxxxxx Act form), or communications between them or any of their respective representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions set forth in this Agreement; provided, however, that materials may be redacted (A) to remove references concerning the valuation of the Company Entities and competitively sensitive information; (B) as a condition necessary to comply with contractual arrangements or applicable Law; and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) Except as otherwise permitted pursuant to this Section 6.02, no Party shall, and each Party shall cause its Affiliates not to, take any action that would reasonably be expected to adversely affect or materially delay or impair the granting consent of any authorization Governmental Authority or other Person necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under transactions contemplated by this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly as practicable following Subject to the date hereofterms and conditions of this Agreement, each Party shall cooperate fully with the other Parties and use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner possible, the transactions contemplated hereby, including by (i) obtaining (and cooperating with the other Parties will give in obtaining) any notices toclearance, make consent, authorization, order or approval of, or exemption by, any filings with, and use all Commercially Reasonable Efforts Governmental Authority required to obtain be obtained or made by any Consents of third parties and Governmental Authorities necessary or advisable Party in connection with the consummation transactions contemplated hereby, and making any and all registrations and filings that may be necessary or reasonably advisable to obtain the approval or waiver from, or to avoid any Action by, any Governmental Authority; (ii) defending any Action, whether brought by a Governmental Authority or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Contemplated TransactionsParties to consummate the transactions contemplated hereby; and (iii) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes and intent of this Agreement. Subject In the event any clearance, consent, authorization, order or approval contemplated in this Section 6.02 (Notices and Consents) is not obtained prior to any applicable Lawthe Closing, the Sellers’ Representative and the Securityholders shall, subsequent to the Closing, use commercially reasonable efforts to cooperate with Parent and the Target Companies in attempting to promptly obtain such clearance, consent, authorization, order or approval. (b) Without limiting the generality of the foregoing, each of the Parties shall file any notification and report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act within five (5) Business Days following the date of this Agreement. Each of the Parties will use commercially reasonable efforts to obtain a waiver of the applicable waiting period with respect to the HSR Act and will promptly make any further filings pursuant thereto that may be necessary, proper or reasonably advisable in connection therewith. The Parties will cooperate with each other in exchanging information and assistance in connection with obtaining any Consents (i) the making of third parties and Governmental Authoritiesall such filings or responses, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. including providing (ba) Buyer and Seller shall each give prompt notice to the other Parties with respect to any meeting, discussion, appearance or contact with the Federal Trade Commission or the Antitrust Division of the receipt United States Department of any written Justice or their respective staff, with such notice or being sufficient to provide the other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection Parties with the Contemplated Transactionsopportunity to attend and participate in such meeting, discussion, appearance or contact, (b) copies of all such documents to the non-filing or non-responding Party and its advisors prior to filing or responding to allow such other Party reasonable time to review and comment on such filings or responses, and (ii) the antitrust defense of the transactions contemplated hereby in any Governmental Authority in connection with the Contemplated Transactionsinvestigation or litigation by, (iii) or negotiations with, any Governmental Authority or other Person regarding relating to the initiation transactions contemplated hereby, including keeping each other apprised of the status of such matters; provided, however, that the provision of notice and copies contemplated by this sentence above shall not include any disclosure which is not permitted by Law or threat any disclosure containing confidential information that has not been previously disclosed to the other Parties. Each Party shall be responsible for the costs and expenses of initiation their respective filings; provided that Parent shall be responsible for fifty percent (50%) all of the filing fees payable under the HSR Act and the Securityholders shall be responsible for fifty percent (50%) of all of the filing fees payable under the HSR Act. The Parties hereto will not take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any Claims required approvals or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation expiration of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinrequired waiting periods. (c) Buyer Within two (2) Business Days of the date hereof, the Board of Managers of the Operating Company shall submit to the Operating Company’s equity holders (i) notice of this Agreement and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any actionthe Merger, including legislativetogether with the Specified Holder Approval, administrative or judicial actionin accordance with the Target Companies’ Charter Documents of the Operating Company, and the DLLCA, as applicable, and (ii) the designation of VMG Partners, LLC as Sellers’ Representative with respect to have vacatedthis Agreement ((i) and (ii) collectively, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action“Operating Company Notice”).

Notices and Consents. (a) As Each entity in the AKD Group, Parent, the AKD Members and the Denali Members shall cooperate with each other and use, and shall cause their respective Affiliates to use, their respective reasonable best efforts to prepare and file as promptly as reasonably practicable following all documentation to effect all necessary notices, reports and other filings (including all applications required to be filed with the date hereofFCC and the RCA) and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Third Party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the "Regulatory Consents"). GCI will provide reasonable cooperation to the forgoing Parties will give any notices to, make any filings with, and use all Commercially Reasonable Efforts to obtain such Regulatory Consents. None of GCI, any Consents entity in the AKD Group, Parent, the AKD Members or the Denali Members shall agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of third parties any filing, investigation or inquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other Parties reasonably in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend and Governmental Authorities participate. (b) GCI, each entity in the AKD Group, Parent, the AKD Members and the Denali Members each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers, members and members and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of any entity in the consummation of the Contemplated Transactions. Subject AKD Group or Denali to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required Entity in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under transactions contemplated by this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein. (c) Buyer Subject to applicable Law and Seller the instructions of any Governmental Entity, GCI, each agree entity in the AKD Group, Parent, the AKD Members and the Denali Members each shall keep the others apprised of the status of matters relating to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any actioncompletion of the transactions contemplated hereby, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) promptly furnishing the other with copies of any court notices or other communications received by such Person from any Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionEntity with respect to such transactions.

Notices and Consents. (a) As promptly as practicable following The Seller will cause the date hereof, Company to give any notices to third parties and will cause the Company to use its commercially reasonable efforts to obtain any third party consents that are necessary in connection with the transactions contemplated by this Agreement. Each of the Parties will (and the Seller will cause the Company to) give any notices to, make any filings with, and use all Commercially Reasonable Efforts its commercially reasonable efforts to obtain any Consents authorizations, consents and approvals of third parties and any Governmental Authorities Authority necessary or advisable in connection with the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required transactions contemplated by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedthis Agreement. (b) More specifically, the Buyer and the Seller shall cooperate in the preparation, submission and prosecution of all notices, requests for consent or approval and other filings with MN PUC and the FCC, in each case as set forth on Schedule 5.2(b). Such cooperation shall include the following: (i) the Buyer and the Seller shall prepare and file any such application or similar request for approval or consent with the MN PUC and the FCC, as promptly as practicable and on such date as the Parties may mutually agree (but in no event later than ten business days after the date of this Agreement, unless otherwise agreed to in writing by the Parties); (ii) the Buyer and the Seller shall prepare and file any notice or similar filings with the applicable Governmental Authority, as promptly as practicable and on such date as the Parties may mutually agree (but in no event later than fifteen business days after the date of this Agreement, unless otherwise agreed to in writing by the Parties); (iii) the Buyer and the Seller shall each permit the other to review and comment on each such application or other filing prior to its submission and shall make such revisions thereto as the other may reasonably request; (iv) the Buyer and the Seller shall cooperate in good faith in the preparation and submission of any such application or other filing; (v) the Buyer and Seller shall each give prompt notice execute and file any additional documents requested by the applicable Governmental Authority or otherwise required by Law to effectuate the other transfer of control of the receipt applicable Permit; (vi) the Buyer and the Seller shall both have the opportunity to participate in all meetings (in person or via telephone or video conference) with, review material communications to, and receive copies of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactionsmaterial communications from, (ii) any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority applications or other filings submitted pursuant to this Section 5.2(b); (vii) none of the Parties shall (or encourage any other Person regarding to) hinder or delay the initiation or threat of initiation Governmental Authority’s approval of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation such application; and (viii) none of the Contemplated Transactions, and (iv) Parties shall take any Person regarding the occurrence or nonoccurrence of actions inconsistent with any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinapplication. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (ai) The Parent and the Seller (either directly or through the Company) and the Buyer agree to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement, including all of the following: (A) seeking to obtain prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of any Governmental Authority necessary for the consummation of the transactions contemplated hereby, including such clearances as may be required under the Xxxx-Xxxxx-Xxxxxx Act; (B) seeking to obtain all necessary or appropriate consents of third parties, other than consents of any Governmental Authority; (C) seeking to effect all necessary registrations and other filings and submissions of information requested by any Governmental Authority in connection with this Agreement and the transactions contemplated hereby; (D) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (E) seeking to take such actions as are necessary to satisfy the conditions to Closing. (ii) As promptly as practicable following practicable, and in any event not more than 10 Business Days after the date hereof, the Parties will give any notices to, make any filings with, Buyer and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary or advisable in connection the Seller shall file with the consummation Federal Trade Commission and the Antitrust Division of the Contemplated TransactionsDepartment of Justice the notifications and other information required to be filed under the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated hereby. Subject Each of the Buyer and the Seller (with respect to the Company) agrees to make available to the other such information relative to its business, assets and property as the other may reasonably request in order to prepare filings or submissions under the Xxxx-Xxxxx-Xxxxxx Act. Each of the Buyer and the Seller agrees to keep the other apprised in a timely manner of the status and substance of all meaningful actions or communications between it (or its advisors) and any applicable Lawsuch agency relating to this Agreement or any of the matters described in this(S)5(b). Notwithstanding the foregoing, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose agree to any divestiture by Buyer or any Subsidiary or Affiliate of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to Buyer (including the granting Company) of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfied. (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written notice or other written communication from (i) any Person alleging that business, assets or property of any Affiliate of the consent Buyer (excluding any Subsidiary of the Buyer, the Company and any Subsidiary of the Company), or the imposition of any material limitations on the ability of any such Affiliate of the Buyer to conduct their business or to own or exercise control of such Person is assets, properties or may be required in connection with the Contemplated Transactionsstock, or (ii) any Governmental Authority in connection with business, assets or property of the Contemplated TransactionsBuyer, (iii) any Governmental Authority Subsidiary of the Buyer, the Company or other Person regarding any Subsidiary of the initiation Company, or threat of initiation the imposition of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede material limitations on the ability of Buyer or Seller, respectively, any of them to consummate the Contemplated Transactions conduct their business or to fulfill own or exercise control of such assets, properties or stock, except to the extent that the facilities of the Buyer, the Company and their respective obligations set forth hereinSubsidiaries which are not required to be divested and are not subject to any such limitation, represent at least $69.4 million of combined EBITDA for the twelve months ended December 31, 2002. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly as practicable following Each of the date hereofParties shall use all commercially reasonable efforts to (i) obtain from any Governmental Body any Consents or Permits required to be obtained or made by Buyer, the Parties will give Company or any notices toof the Company’s Subsidiaries, make or to avoid any filings withaction or proceeding by any Governmental Body, and use all Commercially Reasonable Efforts to obtain any Consents of third parties and Governmental Authorities necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions. Subject transactions contemplated herein (including the FCC Consent), and (ii) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, including those set forth on Schedule 4.3(a); provided, however, that the Parties shall cooperate with each other in exchanging information connection with the making of all such filings, including providing copies of all such non-proprietary documents to the non-filing Party and assistance its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection with obtaining any Consents of third parties and Governmental Authorities, therewith; provided, further, that nothing in this Section 4.3(a) shall require Buyer shall not be required or any of its Affiliates to Dispose (A) agree to the requirement of expenditure of money by Buyer to a third party in exchange for any Consent, other than the payment of applicable filing fees, (B) litigate, pursue or defend against any Proceeding (including any temporary restraining order or preliminary injunction) challenging the transactions contemplated by this Agreement as violative of any assets applicable antitrust, competition or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions trade regulation Law or as may be required to avoid(C) sell, lift, vacatedivest or dispose of, or reverse any legislative, administrativehold separate, or judicial action that would otherwise cause enter into any closing condition not licensing or similar arrangement with respect to, any of its assets, properties or businesses, or assets, properties or businesses to be satisfied. (b) acquired pursuant hereto. Buyer and Seller shall promptly furnish to each give prompt notice other all information required for any application or other filing to be made by the others pursuant to the other of the receipt rules and regulations of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required applicable Law in connection with the Contemplated Transactionstransactions contemplated by this Agreement. Except as specifically required by this Agreement, (ii) the Parties shall not knowingly take any Governmental Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding the initiation or threat of initiation of any Claims or Proceedings against, relating toaction, or involving or otherwise affecting Buyer or Seller that relate to knowingly refrain from taking any action, the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence effect of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, the Parties to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereintransactions contemplated by this Agreement. (cb) Buyer and As promptly as practicable after the date hereof, Seller each agree to cooperate and to shall solicit the Consents set forth on Schedule 4.3(b). Seller shall use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial actionits commercially reasonable efforts, and Buyer shall cooperate in all reasonable respects with Seller, to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits obtain prior to the consummation of the Contemplated Transactions, including the vigorous pursuit of Closing all available avenues of administrative and judicial appeal and all available legislative actionsuch Consents.

Notices and Consents. (a) As Subject to the terms and conditions of this Agreement, each Party shall cooperate fully with the other Parties and use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner possible, the transactions contemplated hereby, including (by use of reasonable best efforts) by (i) obtaining (and cooperating with the other Parties in obtaining) any Governmental Authorizations required to be obtained in connection with the transactions contemplated hereby, including under the HSR Act, and making any and all registrations and filings that may be necessary or advisable to obtain the approval or waiver from, or to avoid any Action by, any Governmental Authority, including HSR Clearance; (ii) promptly (and in no event later than April 23, 2024) making all filings as practicable required under the HSR Act, and thereafter making any other required submissions, with respect to the transactions contemplated by this Agreement required under the HSR Act or any other applicable Law; (iii) defending any Action, whether brought by a Governmental Authority or other third party, seeking to challenge the transactions contemplated by this Agreement, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby; and (iv) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes and intent of this Agreement. (b) Each of Buyer, on the one hand, and the Sellers’ Representative (on behalf of the Sellers), on the other hand, shall promptly notify the other of any substantive communication with, and furnish to such other Party copies of any notices or written communications received by such Party or any of its respective Affiliates from, any third party or Governmental Authority with respect to the transactions contemplated by this Agreement, and each such Party shall permit counsel to such other Party an opportunity to review in advance, and each such Party shall consider in good faith the views of the other Party’s counsel in connection with, any proposed communications by either such Party, as applicable, and/or its respective Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement; provided, however, that neither Buyer, on the one hand, nor the Sellers, on the other hand, shall extend any waiting period or comparable period under the HSR Act, if applicable, or enter into any agreement with any Governmental Authority without the written consent of the other Party. Each of Buyer, on the one hand, and the Sellers’ Representative (on behalf of the Sellers), on the other hand, agrees to provide, to the extent permitted by the applicable Governmental Authority, the other Party and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such Party and/or any of its Affiliates or Representatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. Any materials exchanged in connection with this Section 6.02 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Companies or other competitively sensitive material; provided, however, that each Party may, as it deems advisable and necessary, designate any materials provided to the other Party under this Section 6.02 as “outside counsel only.” (c) Without limiting the generality of the provisions of this Section 6.02, (i) the “reasonable best efforts” of Buyer shall include Buyer taking any and all steps and making any and all undertakings necessary (and causing its Affiliates to do the same), including initiating, pursuing and defending against any Action, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, in order to avoid or eliminate each and every impediment under any antitrust, merger control, competition or trade regulation Laws, including under the HSR Act (collectively, “Antitrust Laws”), that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible following the date hereof, including seeking to have any stay or temporary restraining order entered into by any court or other Governmental Authority vacated or reversed and proposing, accepting, negotiating, committing to and effecting by consent decree, hold separate order or otherwise, the Parties will give sale, divestiture, licensing or disposition of any notices assets or businesses of Buyer or its Affiliates (including, following the Closing, the Companies), and otherwise taking or committing to take actions that limit Buyer’s or any of its Affiliates’ freedom of action with respect to, make or its ability to retain, any filings withof the businesses, product lines or assets thereof (including, following the Closing, the Companies) (collectively, “Remedial Measures”), and use all Commercially Reasonable Efforts (ii) the “reasonable best efforts” of the Sellers shall not require the Sellers, the Companies or any of their respective Affiliates to propose or agree to any Remedial Measures, to expend any money to remedy any breach of any representation or warranty hereunder, to obtain any Consents of third parties and Governmental Authorities necessary or advisable in connection with the consent required for consummation of the Contemplated Transactions. Subject transaction contemplated hereby (without limiting or modifying any of their obligations under Section 6.02(f)), or to any applicable Lawprovide financing to Buyer for consummation of the transactions contemplated hereby. (d) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, including the Parties shall cooperate with each other terms set forth in exchanging information the immediately preceding clause (c), Buyer will not be required, either pursuant to this Section 6.02 or otherwise, to (and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall will not be required to Dispose of cause any assets Affiliate thereof or be required to refrain from doing business in particular jurisdictions if required by other Person to) offer, negotiate, commit to, effect or otherwise take any Governmental Authority as a condition to the granting of any authorization necessary for the consummation of the Contemplated Transactions or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause reasonably be expected to require Buyer or any closing condition not of its Affiliates to take any action (including any sale, divestment, conveyance, hold separate, license or termination) that would be satisfiedmaterial to Buyer and its controlled Affiliates on a consolidated basis. (be) Buyer and Seller shall each give prompt notice pay one hundred percent (100%) of all filing fees paid to the other of the receipt of any written notice or other written communication from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with any required Governmental Authorization, including the Contemplated Transactions, (iii) any Governmental Authority or other Person regarding filing fees required in connection with the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not filings to be satisfiedmade by the Parties under the HSR Act (and any other applicable Antitrust Laws, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinas applicable). (cf) Buyer Each Company shall use its commercially reasonable efforts to obtain as promptly as practicable any consents, waivers and Seller approvals of each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other non-Governmental Authority third-party set forth on Schedule 3.03; provided, however, that is no Company shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities, make any accommodations or provide any other consideration in effect and that restrictsorder to induce any such non-Governmental Authority third-party to provide any such consent, prevents waiver or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative actionapproval.

Notices and Consents. (a) As promptly as practicable following the date hereof, Each of the Parties will give any notices to, or make any filings required in connection with, and use its reasonable best efforts to obtain, the Required Governmental Approvals and Necessary Consents. Without limiting the generality of the foregoing: (a) The Buyer and the Seller have both filed Notification and Report Forms and related materials with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) under the Xxxx-Xxxxx-Xxxxxx Act. Each of the Company and the Buyer shall supply all Commercially Reasonable Efforts Governmental Entities as expeditiously as practicable any additional information or documents that may be requested pursuant to obtain any Consents of third parties law or otherwise by such Governmental Entity, and Governmental Authorities necessary shall coordinate with the other Party in making any such filings or information, submissions pursuant to and in connection with this Section 5.2(a) that may be necessary, proper, or advisable in connection order to consummate and make effective the transactions contemplated by this Agreement. The Buyer paid all filing fees required under the Xxxx-Xxxxx-Xxxxxx Act and upon Closing, the Seller will reimburse the Buyer for 50% of such filing fee associated with the consummation Buyer’s acquisition of the Contemplated TransactionsCompany. Subject to any applicable LawFor the avoidance of doubt, the Parties shall cooperate Seller will not reimburse the Buyer for any portion of such fee associated with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain from doing business in particular jurisdictions if required by any Governmental Authority as a condition to the granting of any authorization necessary for the consummation Seller’s acquisition of the Contemplated Transactions Holdings LLC Consideration or as may be required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedthe PetIQ Stock Consideration. (b) Buyer and Seller shall each give prompt notice to Each of the Parties will cooperate with the other of the receipt of in obtaining all Required Governmental Approvals and Necessary Consents. Subject to any written notice or other written communication from limitations under applicable Laws, each Party shall (i) keep the other Party apprised of the status of matters concerning the consummation of the transactions contemplated hereby, including, to the extent permitted by Law, promptly furnishing the other Party with copies of all notices or other communications sent or received by it or its Representatives to or from any Person alleging that Governmental Entity on the consent subject of such Person is transactions; and (ii) permit the other Party to review in advance any such proposed notices or other communications to any Governmental Entity and reasonably consider any comments the other Party may have. Each Party agrees not to participate in any meeting or discussion with any Governmental Entity on the subject of the Transactions unless it consults with the other Party in advance and, to the extent permitted by Law, gives the other Party the opportunity to attend and participate in such meeting or discussion. Notwithstanding anything to the contrary contained in this Agreement, neither the Buyer, the Company, the Seller, nor any of their respective Affiliates shall be required in connection with the Contemplated Transactions(i) to hold separate (including by trust or otherwise) or divest of any of their respective businesses or assets, (ii) to agree to any Governmental Authority in connection with limitation on the Contemplated Transactions, operation or conduct of their respective businesses or (iii) to waive any Governmental Authority or other Person regarding of the initiation or threat conditions set forth in Article 7 of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate this Agreement. Notwithstanding anything to the consummation of contrary contained herein, neither the Contemplated TransactionsBuyer, and (iv) the Company nor the Seller shall have any Person regarding liability for a failure to obtain any Required Governmental Approval or Necessary Consent that satisfies the occurrence foregoing requirements as long as the Buyer, the Company or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectivelyas the case may be, to consummate the Contemplated Transactions or to fulfill complies with their respective obligations set forth hereinin this Section 5.2. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.

Notices and Consents. (a) As promptly as practicable following Seller Parties shall (and shall cause the date hereof, the Parties will other Group Companies to) give any all notices to, make any all filings with, with and use all Commercially Reasonable Efforts their reasonable best efforts to obtain any Consents of third parties and Governmental Authorities necessary all authorizations, consents or advisable in connection with the consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties shall cooperate with each other in exchanging information and assistance in connection with obtaining any Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required to Dispose of any assets or be required to refrain approvals from doing business in particular jurisdictions if required by any Governmental Authority as a condition or other Person that are disclosed or are required to the granting be disclosed on Schedules 0 and 0 of any authorization necessary for the consummation of the Contemplated Transactions this Agreement, or as may be otherwise reasonably requested by Buyer. Buyer will give all notices to, make all filings with and use its reasonable best efforts to obtain all authorizations, consents or approvals from any Governmental Authority or other Person that are required to avoid, lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise cause any closing condition not to be satisfiedset forth on Schedule 0 of this Agreement. (b) Buyer and Seller shall each give prompt notice Without limiting the generality of Section 0: the Parties agree to comply at the other of the receipt of earliest practicable date with any written notice formal or other written communication informal request for additional information or documentation received from (i) any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, (ii) any Governmental Authority in connection with the Contemplated Transactions contemplated by this Agreement. Each party further agrees to reasonably cooperate with the other parties in order to resolve any investigation or other inquiry concerning the Transactions contemplated hereby initiated by any Governmental Authority; provided, that nothing in this Agreement shall require or be construed to require (i) Buyer or its Affiliates (including, after Closing, the Group Companies other than Seller) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any Assets or businesses (except pursuant to the Transactions), or (iiiii) Buyer or its respective Affiliates to take or commit to take actions that after the Closing Date would limit the freedom of Buyer, the Group Companies or their respective Affiliates with respect to, or their ability to retain, one or more of their respective businesses or Assets (including the Business), in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Action which would otherwise have the effect of preventing or materially delaying the Closing. Without limited the foregoing, none of the Parties or any of their respective Affiliates shall enter into any agreement with any Governmental Authority or other Person regarding not to consummate the initiation or threat of initiation of any Claims or Proceedings against, relating to, or involving or otherwise affecting Buyer or Seller that relate to the consummation of the Contemplated Transactions, and (iv) any Person regarding except with the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the obligations prior written consent of the other Party to consummate the Contemplated Transactions not to be satisfied, (B) cause a breach of the representations, warranties or covenants of such Party under this Agreement, or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated Transactions or to fulfill their respective obligations set forth hereinparties hereto. (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to vigorously contest and to resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) of any court or other Governmental Authority that is in effect and that restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the vigorous pursuit of all available avenues of administrative and judicial appeal and all available legislative action.