Common use of Reasonable Best Efforts; Regulatory and Other Authorizations; Consents Clause in Contracts

Reasonable Best Efforts; Regulatory and Other Authorizations; Consents. (a) Subject to the terms and conditions of this Agreement, each party hereto shall 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 or desirable to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to (i) prepare and file as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially impairing or delaying the consummation of the transactions contemplated by this Agreement. For the purposes of this Agreement, “reasonable best efforts” shall not be deemed to include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by the Transaction Documents, (B) litigating, challenging, participating in or taking any other action with respect to any action or proceeding by any Governmental Authority or (C) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to, the businesses, assets or properties of any of NBCUniversal, GE, NBCH, HoldCo or Comcast or any of their respective Subsidiaries or Affiliates, and notwithstanding any provision of this Agreement, no party hereto shall be required to take any action referred to in clause (A), (B) or (C). (b) Each party hereto agrees to promptly notify the other parties of any material oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other parties to review in advance any material communication proposed to be made by such party to any Governmental Authority and provide the other parties with copies of all material correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand. No party to this Agreement shall agree to participate in any significant meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing.

Reasonable Best Efforts; Regulatory and Other Authorizations; Consents. (a) Subject to the terms and conditions of this Agreement, each party of the parties hereto shall 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 or desirable to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to (i) prepare and file as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents documents, (ii) resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act and any other Law in any relevant jurisdiction and (iiiii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially impairing or delaying the consummation of the transactions contemplated by this AgreementAgreement (including, by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby). For the purposes of this AgreementSection 6.05, “reasonable best efforts” shall include taking any and all actions necessary to obtain the required Governmental Approvals (including substantial conditions, undertakings or divestitures that would have a serious and significant adverse impact on the current or future business or operations of any of Newco, Comcast or GE, each taken as a whole); provided that no party hereto shall be obligated to take any action that would reasonably be expected to have, individually or in the aggregate, a Material Impact on the current or future business or operations of Newco, Comcast or GE. For purposes of this Section 6.05, “Material Impact” means a significant and ongoing adverse financial or operational impact that is of sufficient magnitude that, if known at the time hereof, a reasonable businessperson would not be deemed to include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection have proceeded with the transactions contemplated by the Transaction Documents, (B) litigating, challenging, participating in or taking any other action with respect to any action or proceeding by any Governmental Authority or (C) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to, the businesses, assets or properties of any of NBCUniversal, GE, NBCH, HoldCo or Comcast or any of their respective Subsidiaries or Affiliates, and notwithstanding any provision of this Agreement, no after weighing the anticipated benefits of such transactions against the adverse consequences of the proposed condition or actions. The party hereto asserting that a Material Impact has occurred shall be required to take any action referred to in clause (A), (B) or (C)bear the burden of proof. (b) Each party hereto agrees to promptly notify the other parties of any material oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other parties to review in advance any material communication proposed to be made by such party to any Governmental Authority and provide the other parties with copies of all material correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand. No party to this Agreement shall agree to participate in any significant meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing.

Reasonable Best Efforts; Regulatory and Other Authorizations; Consents. (a) Subject to the terms and conditions of this Agreement, each party of the parties hereto shall 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 or desirable to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to (i) prepare and file as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents documents, (ii) resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act and any other Law in any relevant jurisdiction and (iiiii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially impairing or delaying the consummation of the transactions contemplated by this AgreementAgreement (including, by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby). For the purposes of this AgreementSection 6.05, “reasonable best efforts” shall not be deemed to include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by the Transaction Documents, (B) litigating, challenging, participating in or taking any other action with respect and all actions necessary to any action or proceeding by any obtain the required Governmental Authority or (C) divesting or otherwise holding separate Approvals (including by establishing substantial conditions, undertakings or divestitures that would have a trust serious and significant adverse impact on the current or otherwise), future business or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to, the businesses, assets or properties operations of any of NBCUniversalNewco, Comcast or GE, NBCH, HoldCo or Comcast or any of their respective Subsidiaries or Affiliates, and notwithstanding any provision of this Agreement, each taken as a whole); provided that no party hereto shall be required obligated to take any action referred that would reasonably be expected to have, individually or in clause (A)the aggregate, (B) or (C). (b) Each party hereto agrees to promptly notify the other parties of any material oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other parties to review in advance any material communication proposed to be made by such party to any Governmental Authority and provide the other parties with copies of all material correspondence, filings or other communications between them or any of their Representatives, a Material Impact on the one handcurrent or future business or operations of Newco, and any Governmental Authority or members of its staff, on the other hand. No party to this Agreement shall agree to participate in any significant meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing.Comcast

Reasonable Best Efforts; Regulatory and Other Authorizations; Consents. (a) Subject to the terms and conditions of set forth in this Agreement, each party of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary necessary, proper or desirable advisable under applicable Laws to consummate and make effective the transactions contemplated by this AgreementAgreement as promptly as practicable, including using its reasonable best efforts the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority. (b) The Cliffstar Companies and Purchaser shall promptly, but in no event in the case of the HSR Act later than 10 Business Days after the date hereof, make all required filings in connection with the transaction contemplated hereby under (i) prepare and file as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents the HSR Act and (ii) avoid any other applicable Laws, and thereafter make any other required submissions under the entry of, or effect HSR Act and other such Laws and use reasonable best efforts and diligence to satisfy any other conditions necessary to comply with the dissolution of, filing requirements of the HSR Act and any decree, order, judgment, injunction, temporary restraining order or other order in similar applicable Laws and to obtain early termination of any suit or proceeding, that would otherwise have waiting period pursuant thereto. (c) The Cliffstar Companies and Purchaser shall keep each other apprised of the effect status of preventing or materially impairing or delaying matters relating to the consummation completion of the transactions contemplated by this AgreementAgreement and, to the extent legally permissible, promptly inform each other of the substance of notices or other communications between the Cliffstar Companies or Purchaser and their Representatives and counsel, as the case may be, or any of their respective subsidiaries, and any third party and/or any Governmental Authority with respect to such transactions. For Each of the purposes Cliffstar Companies and Purchaser shall use its reasonable best efforts to take such action as may be required to cause the expiration of the waiting periods under applicable Law with respect to such transactions as promptly as possible after the execution of this Agreement. The Cliffstar Companies and Purchaser shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any applicable Law, “and shall comply promptly with any such reasonable best efforts” inquiry or request. To the extent permitted by applicable Law, the Cliffstar Companies and Purchaser shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of the Cliffstar Companies and Purchaser agrees not be deemed to include (A) entering into participate in any settlementsubstantive meeting or discussion, undertakingeither in person or by telephone, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by this Agreement without having consulted with the Transaction Documentsother party to the extent practicable in advance and, to the extent not prohibited by such Governmental Authority, giving the other party’s outside counsel the opportunity to attend and participate. (Bd) litigatingEach of Purchaser, challengingPurchaser Sub and the Cliffstar Companies shall use its commercially reasonable efforts to resolve such objections, participating in or taking any other action with respect to any action or proceeding if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement and to take such action as may be required to cause the expiration of the notice periods under the HSR Act or (C) divesting other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. In that regard, each will comply at the earliest practicable date with any request under the HSR Act or otherwise holding separate (including by establishing a trust or otherwise)other Antitrust Laws for additional information, documents, or taking any other action (or otherwise agreeing to do any materials received by each of the foregoing) with respect to, the businesses, assets or properties of any of NBCUniversal, GE, NBCH, HoldCo or Comcast them or any of their respective Subsidiaries or Affiliates, and notwithstanding any provision of this Agreement, no party hereto shall be required to take any action referred to in clause Affiliates from the United States Federal Trade Commission (Athe “FTC”), the Antitrust Division of the United States Department of Justice (Bthe “Antitrust Division”) or (C). (b) Each party hereto agrees to promptly notify the any other parties of any material oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other parties to review in advance any material communication proposed to be made by such party to any Governmental Authority and provide the other parties with copies of all material correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand. No party to this Agreement shall agree to participate in any significant meeting or discussion with any Governmental Authority in respect of such filings or such transactions and cooperate with each other in connection with any such filings, investigation or other inquiry unless it consults with the other parties in advance andfiling (including, to the extent permitted by applicable Law, providing copies of all such Governmental Authoritydocuments to the non-filing parties prior to filing and considering all reasonable additions, gives deletions or changes suggested in connection therewith). (e) Notwithstanding anything to the other parties the opportunity to attend and participate at such meeting. Each party hereto will coordinate and cooperate fully with the other parties hereto contrary in exchanging such information and providing such assistance as the other parties may reasonably request this Agreement, however, neither Purchaser or Purchaser Sub nor any Cliffstar Company shall be required, in connection with the foregoingmatters covered by this Section 5.05, to (i) contest, resist or challenge any legal proceeding instituted (or threatened to be instituted) by any Governmental Authority challenging any transaction contemplated by this Agreement as a violation of any Antitrust Law or otherwise seek to have any order, including any preliminary injunction or other similar temporary order that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement, vacated, lifted, reversed, or overturned, (ii) pay any amounts (other than the payment of nominal processing or required governmental filing fees) to obtain any consent or approval (other than costs and fees associated with responding to requests for additional information) or to settle any claim that may be contested, (iii) appeal any decision or Action of any court, (iv) hold separate (including by trust or otherwise) or divest any of their or (after the Closing) any of the Cliffstar Companies’ respective businesses, product lines or assets, (v) agree to any limitation on the operation or conduct of their or (after the Closing) any of the Cliffstar Companies’ respective businesses, or (vi) waive any of the conditions set forth in Section 6.02 of this Agreement. (f) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as required by this Agreement, Purchaser, its subsidiaries or their respective Affiliates shall not, without the prior written consent of the Cliffstar Companies, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement (i) would not reasonably be expected to materially increase the risk of not obtaining, or materially delay, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any waiting period under any applicable Law; or (ii) would reasonably be expected to materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement. (g) Notwithstanding any other provision of this Agreement, any party may, as it deems advisable and necessary, based on the advice of outside counsel, reasonably designate any competitively sensitive material provided to the other parties under this Section 5.05(g) as “outside counsel only.” 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 written permission is obtained in advance from the source of such materials.

Reasonable Best Efforts; Regulatory and Other Authorizations; Consents. (a) Subject to the terms and conditions of set forth in this Agreement, each party hereto Party shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary necessary, proper or desirable advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including using its reasonable best efforts to (i) prepare and file Agreement as promptly as practicable with practicable, including the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority or Authority. (b) Seller and Purchaser shall keep each other third party all documentation timely apprised of the status of matters relating to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially impairing or delaying the consummation completion of the transactions contemplated by this AgreementAgreement and promptly furnish the other with copies of notices or other communications between the Company, Seller or Purchaser and their Representatives and counsel, as the case may be, or any of their respective subsidiaries, and any third party and/or any Governmental Authority with respect to such transactions. For Seller and Purchaser shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any applicable Law, and shall comply promptly with any such reasonable inquiry or request. Seller and Purchaser shall permit counsel for the purposes other Party reasonable opportunity to review in advance, and consider in good faith the views of this Agreementthe other Party in connection with, “reasonable best efforts” shall any proposed written communication to any Governmental Authority. Each of Seller and Purchaser agrees not be deemed to include (A) entering into participate or permit any settlementof their Representatives or Affiliates to participate in any substantive meeting or discussion, undertakingeither in person or by telephone, consent decree, stipulation or agreement with any Governmental Authority prior to Closing in connection with the transactions contemplated by the Transaction Documents, (B) litigating, challenging, participating in or taking any other action with respect to any action or proceeding by any Governmental Authority or (C) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to, the businesses, assets or properties of any of NBCUniversal, GE, NBCH, HoldCo or Comcast or any of their respective Subsidiaries or Affiliates, and notwithstanding any provision of this Agreement, no party hereto shall be required to take any action referred to in clause (A), (B) or (C). (b) Each party hereto agrees to promptly notify the other parties of any material oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other parties to review in advance any material communication proposed to be made by such party to any Governmental Authority and provide the other parties with copies of all material correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand. No party to this Agreement shall agree to participate in any significant meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other parties Party in advance and, to the extent permitted not prohibited by such Governmental Authority, gives the other parties Party the opportunity to attend and participate at such meeting. Each party hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoingparticipate.

Reasonable Best Efforts; Regulatory and Other Authorizations; Consents. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, between the date of this Agreement and the Closing, the Seller and the Purchaser shall each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties and the other Parties’ Affiliates in doing, all things necessary necessary, proper or desirable advisable under applicable Laws to consummate and make effective the transactions contemplated by this AgreementTransactions as promptly as practicable, including using (i) causing the waiting period under the HSR Act to terminate or expire at the earliest possible date and obtaining all necessary actions or inactions, waivers, consents and approvals from Governmental Authorities and (ii) the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority. (b) The Seller and the Purchaser shall, unless otherwise agreed to in writing by the Seller and the Purchaser, promptly, but in no event later than forty-five (45) days after the date hereof, make, or cause to be made, all required filings under the HSR Act. The Seller and the Purchaser shall thereafter promptly make, or cause to be made, any other required submissions or supply, or cause to be supplied, any additional information and documentary material that may be requested under the HSR Act and other such Laws as promptly as reasonably practicable and use reasonable best efforts and diligence to satisfy any other conditions necessary to comply with the HSR Act and any other applicable Laws and to obtain early termination of any waiting period or obtain any actions or inactions, waivers, consents and approvals pursuant thereto. (c) The Seller and the Purchaser shall keep each other apprised of the status of matters relating to the completion of the Transactions and promptly furnish the other with copies of notices or other communications between the Seller, the Purchaser or any of their respective Affiliates or Representatives, as the case may be, and any third party or any Governmental Authority with respect to the Transactions; provided, that materials may be redacted as necessary to comply with contractual arrangements in effect as of the date of this Agreement or as necessary to protect commercially sensitive information or otherwise address reasonable privilege or confidentiality concerns. Each of the Seller and the Purchaser shall use its reasonable best efforts to (i) prepare take such action as may be required to cause the expiration of the waiting periods or the obtaining of any actions or inactions, waivers, consents and file approvals under applicable Law with respect to the Transactions as promptly as practicable possible after the execution of this Agreement. The Seller and the Purchaser shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any applicable Law and shall comply promptly with any such reasonable inquiry or request. The Seller and the Purchaser shall permit counsel for the other Party reasonable opportunity to review and comment on in advance, and shall consider in good faith the views of the other Party in connection with, any proposed written communications, filings, presentations or other submissions to any Governmental Authority in connection with the Transactions; provided, that materials may be redacted as necessary to comply with contractual arrangements in effect as of the date of this Agreement or as necessary to protect commercially sensitive information or otherwise address reasonable privilege or confidentiality concerns; provided, further, the Parties will use reasonable best efforts to make appropriate substitute arrangements to communicate the applicable information in a manner that does not jeopardize such commercial sensitivities, privilege or confidentiality concerns. Each of the Seller and the Purchaser agrees not to participate in any substantive meeting or discussion, either in person or by telephone, videoconference or other electronic communications, with any Governmental Authority in connection with the Transactions unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Authority, gives the other Party the opportunity to attend and participate. The Seller and the Purchaser shall jointly develop, consult and cooperate with one another with respect to the strategy for obtaining any necessary approvals under the HSR Act or other third party responding to any request from, inquiry by, or investigation by (including directing the timing, nature and substance of all documentation to effect all necessary such responses) any Governmental Authority in connection with this Agreement and the Transactions, including determining the timing and content of any registrations, filings, agreements, forms, notices, petitions, statements, registrations, submissions of information, applications and other documents documents, communications and correspondence contemplated by, made in accordance with, or subject to this Section 6.04. Notwithstanding the foregoing, in the event of any disagreement between the Parties relating to the strategy or appropriate course of action or content of any submission made in connection with obtaining any clearances under the HSR Act with respect to the Transactions, the Parties shall escalate such dispute to the general counsel of the Seller Guarantor and the chief executive officer of the Purchaser for resolution. If such dispute is not resolved pursuant to the preceding sentence, the Purchaser shall have the right to make the final determination with respect to such matter. Notwithstanding anything to the contrary in this Section 6.04(c) or in any other provision of this Agreement, the Purchaser shall, on behalf of the Parties and in reasonable consultation with the Seller, have the right, in its sole discretion, to determine the nature and timing of any divestitures or other remedial undertakings made for the purpose of securing any required approvals under the HSR Act to the extent such divestitures or other remedial undertakings would be conditioned upon and only be effective after the Closing. The Seller and the Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.04(c) as “Outside Counsel Only.” (d) In furtherance and not in limitation of the covenants of the Parties contained in this Article 6, the Seller and the Purchaser shall take all steps necessary to resolve as promptly as possible such objections, if any, as may be asserted by a Governmental Authority with respect to the application of the HSR Act to the Transactions. Without limiting any other provision hereof, in furtherance of the foregoing, the Purchaser agrees (on behalf of itself and each of its Affiliates and Subsidiaries) to take or cause to be taken any and all actions necessary, proper or advisable to avoid, eliminate and resolve any and all impediments under the HSR Act, trade regulation law that may be asserted by any Governmental Authority (including the FTC or the Antitrust Division of the U.S. Department of Justice) or any other Person with respect to the Transactions contemplated by this Agreement so as to enable the consummation of the Transactions to occur as soon as reasonably possible (and in any event no later than the End Date) and to obtain all consents, approvals and waivers under the HSR Act that may be required by any Governmental Authority, including to propose, negotiate, commit to or effect, by consent decree, hold separate order, or otherwise, so as to enable the consummation of the Transactions to occur as soon as reasonably possible (and in any event no later than the End Date), to (i) sell or otherwise dispose of, divest, transfer, license, or hold separate and agree to sell or otherwise dispose of, specific assets or categories of assets or properties or businesses of the Company or its Subsidiaries or the Business, or any of the Purchaser’s assets or businesses (or the assets or business of any Affiliate of the Purchaser), (ii) terminate, modify or assign any existing agreements, relationships and contractual rights and obligations, (iii) amend or terminate such existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements (and, in each case, to enter into agreements with the relevant Governmental Authority giving effect thereto), (iv) change or modify any course of conduct regarding future operations of the Purchaser (or any of its Affiliates), the Business or the Company or any of its Subsidiaries or (v) otherwise take or commit to take any other action that would limit the freedom of action of the Purchaser (or any of its Affiliates) with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties or businesses to be acquired pursuant to this Agreement. Notwithstanding anything to the contrary in this Section 6.04(d) or elsewhere in this Agreement, the Purchaser’s obligations pursuant to this Section 6.04 shall be subject to the limitation set forth on Schedule 6.04(d) of the Seller Disclosure Letter. (e) Under no circumstances shall the Purchaser (or any of its Affiliates) be required to, in order to avoid the entry ofof any order or judgment that would restrain or prevent the Transactions from being consummated on or before the End Date, contest or effect defend any Action challenging this Agreement or the dissolution ofconsummation of the Transactions, including by (i) seeking to have any decree, order, judgment, injunction, stay or temporary restraining order (or other order order) entered by any court or Governmental Authority vacated, reversed or terminated or (ii) defending through litigation on the merits any claim asserted in court by any suit or proceeding, Governmental Authority that would otherwise have the effect of restraining or preventing the Closing from occurring prior to the End Date. In addition, in the event the Purchaser determines (in its sole discretion) to contest or materially impairing or delaying the consummation of the transactions contemplated by this Agreement. For the purposes of this Agreement, “reasonable best efforts” shall not be deemed to include (A) entering into defend any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated by the Transaction Documents, (B) litigating, challenging, participating in or taking any other action with respect to any action or proceeding Action asserted by any Governmental Authority or other Person under applicable Laws to avoid entry of, or to have vacated or terminated, any Governmental Order (Cwhether temporary, preliminary or permanent) divesting or otherwise holding separate other applicable Law that would prevent or materially delay the Closing from occurring as promptly as reasonably practicable, then the Seller and the Company shall, and will cause each of their Affiliates to, as directed by the Purchaser, participate in such Action to defend through litigation on the merits so as to enable the Parties to consummate the Transactions as promptly as reasonably practicable (including by establishing a trust and in any event prior to the End Date). (f) From and after the date hereof and prior to the earlier of the Closing and the termination of this Agreement in accordance with its terms, none of the Purchaser or the Purchaser Guarantor shall, or shall cause any Subsidiary to, acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or taking agree to so acquire, equity in any other action (third-party Person or otherwise agreeing to do any material line of the foregoing) business or material division thereof, unless, after consulting with respect toits outside counsel, the businessesPurchaser determines that such acquisition or agreement would not reasonably be expected to (i) increase the risk of not obtaining any consents, assets approvals or properties of any of NBCUniversal, GE, NBCH, HoldCo or Comcast or any of their respective Subsidiaries or Affiliates, and notwithstanding any provision of this Agreement, no party hereto shall be required to take any action referred to in clause (A), (B) or (C). (b) Each party hereto agrees to promptly notify the other parties of any material oral or written communication it receives waivers from any Governmental Authority relating necessary to consummate the matters that are Transactions or the subject expiration or termination of this Agreement, permit any waiting period under any applicable Law or (ii) increase the other parties to review in advance any material communication proposed to be made by such party to risk of any Governmental Authority and provide entering an order prohibiting the other parties with copies consummation of all material correspondencethe Transactions or the risk of not being able to remove any such order on appeal or otherwise, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand. No party to this Agreement shall agree to participate in each case in any significant meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Each party hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoingmaterial respect.