Common use of Regulatory and Other Authorizations Clause in Contracts

Regulatory and Other Authorizations. (a) Each party hereto agrees to use commercially reasonable efforts to comply with all legal requirements which may be imposed on such party with respect to the Merger and to obtain all Authorizations, consents, orders and approvals of Governmental Entities and non-governmental third parties that may be or become necessary for (i) the performance of its respective obligations pursuant to this Agreement, and (ii) the ownership of the Surviving Entity by Parent, and each party will cooperate fully with the other party in promptly seeking to obtain all such Authorizations, consents, orders and approvals. The foregoing covenant shall not include any obligation by Parent or the Company to agree to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of Parent or the Company, except as to any stores of the Company and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a whole. (b) The Company and Parent shall each promptly make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and shall promptly respond to any request for additional information with respect thereto. Each such filing shall request early termination of the waiting period imposed by the HSR Act. (c) The Company and Parent will consult with each other with respect to any suit, action or proceeding by any third party, including any Governmental Entity, to restrain, prohibit or otherwise oppose the Merger or any other transaction contemplated by this Agreement and will use their commercially reasonable best efforts to resist any such effort to restrain, prohibit or otherwise oppose the Merger or any other transaction contemplated by this Agreement; provided, however, that neither the Company nor Parent shall have any obligation to make material expenditures in connection with such efforts.

Regulatory and Other Authorizations. (a) Each party hereto agrees The Company and Acquiror agree to use their respective commercially reasonable efforts to comply with all legal requirements which may be imposed on such party with respect to the Merger and (i) to obtain all AuthorizationsLicenses and waivers of federal, consentsstate, orders local and approvals of foreign regulatory bodies and officials (each a "Governmental Entities Authority") and non-governmental third parties that may be or become necessary for (i) the performance of its their respective obligations pursuant to this Agreement, and (ii) to lift or rescind any injunction or restraining order or other order adversely affecting the ownership ability of the Surviving Entity parties hereto to consummate the Transactions contemplated hereby and (iii) to effect all necessary registrations and filings including, but not limited to, filings under the HSR Act and submissions of information requested by Parent, and each party will cooperate fully with the other party in promptly seeking to obtain all such Authorizations, consents, orders and approvalsany Governmental Authority. The foregoing parties hereto further covenant shall not include any obligation by Parent or the Company to agree to divestand agree, abandon, license or take similar action with respect to any assets (tangible threatened or intangible) of Parent pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation, executive order or withheld waiver or approval that would adversely affect the Company, except as to any stores ability of the Company parties hereto to consummate the Merger and its Subsidiaries which account for no more than 5% of the total revenues of other Transactions contemplated hereby, to respectively use their commercially reasonable efforts (including, if necessary, the Company and its Subsidiaries taken measures described in subsection (b) below) to prevent the entry, enactment or promulgation thereof or to obtain such waiver or approval, as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a wholecase may be. (b) The Without limiting the obligations of the parties hereto under Section 6.14(a), Acquiror and the Company agree to take or cause to be taken the following actions: (i) provide promptly to Governmental Authorities with regulatory jurisdiction over (a) enforcement of any applicable antitrust laws ("Government Antitrust Entity") or (b) the laws, rules or regulations of the FCC or otherwise relating to the broadcast, newspaper, mass media or communications industry ("Government Communications Entity," and Parent shall each promptly make an appropriate filing together with Government Antitrust Entity, a "Government Regulatory Entity") information and documents requested by any Government Regulatory Entity, or necessary, proper or advisable to permit consummation of a the Transactions contemplated by this Agreement; (ii) without in any way limiting the provisions of Section 6.14(b)(i) above, (a) file any Notification and Report Form pursuant to and related material required under the HSR Act as soon as practicable and shall promptly respond to in any request for additional information with respect thereto. Each such filing event not later than fifteen (15) business days after the date hereof (which shall request early termination of the waiting period imposed by the HSR Act), and thereafter use its reasonable efforts to certify as soon as practicable its substantial compliance with any requests for additional information or documentary material that may be made under the HSR Act and (b) file the FCC Application as soon as practicable and in any event not later than fifteen (15) business days after the date hereof; (iii) the proffer by Acquiror of its willingness to sell or otherwise dispose of either WBAL or WGAL or any other broadcast station, if such action is necessary or reasonably advisable for the purpose of avoiding or preventing any action by any Government Regulatory Entity which would restrain, enjoin, withhold approval or otherwise prevent consummation of the Transactions contemplated by this Agreement; and (iv) Acquiror shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Transactions contemplated hereby, any and all commercially reasonable steps including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (iii) of this subsection (b) necessary to vacate, modify, suspend such injunction or order, or obtain such approval so as to permit such consummation. Each of the Company and Acquiror will provide to the other copies of all correspondence between it (or its advisors) and any Government Regulatory Entity relating to this Agreement or any of the matters described in this Section 6.14(b) other than statements or filings under the HSR Act. Acquiror and Company agree that all telephonic calls, meetings or hearings with a Government Regulatory Entity regarding the Transactions contemplated hereby or any of the matters described in this Section 6.14(b) shall include representatives of each of Acquiror and Company. (c) Each party hereto shall promptly inform the other of any material communication from any other Government Regulatory Entity regarding any of the Transactions contemplated hereby. If any party hereto or any Affiliate thereof receives a request for additional information or documentary material from any such Government Regulatory Entity with respect to the Transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Acquiror shall advise Company promptly in respect of any understandings, undertakings or agreements (oral or written) that Acquiror proposes to make or enter into with any other Government Regulatory Entity in connection with the Transactions contemplated hereby. (d) Notwithstanding the generality of any other provision of this Section 6.14, each of Acquiror and the Company, to the extent applicable, further agrees to file contemporaneously with the filing of the FCC Application any requests for waivers of applicable FCC rules or rules or regulations of other Governmental Regulatory Entities as may be required, to expeditiously prosecute such waiver requests and to diligently submit any additional information or amendments for which the FCC or any other relevant Governmental Regulatory Entity may ask with respect to such waiver requests. In furtherance of the foregoing, Acquiror will agree to seek a temporary waiver (not more than 6 months in duration) of the FCC's mass media ownership rules (the "Temporary Waiver") to allow for the disposition of the assets comprising either WBAL or WGAL or any other broadcast station (the "Divestiture Assets") to the extent that, under the FCC's mass media ownership rules, the Divestiture Assets could not be held in common control with any of the Acquiror broadcasting assets following the Effective Time, and (i) conditional waivers of the FCC's mass media ownership rules (the "Conditional Waivers") to allow for the common ownership of WESH-TV, Daytona Beach, Florida, and WWWB-TV, Lakeland, Florida, and WLKY-TV, Louisville, Kentucky, and WLWT-TV, Cincinnati, Ohio; and (ii) waivers of the FCC's mass media ownership rules to permit the common ownership of (A) WLKY-TV, Louisville, Kentucky, and WLKY (AM), Louisville, Kentucky, and (B) WXII (TV), Winston-Salem, North Carolina, and WXII (AM), Eden, North Carolina. Acquiror further covenants that, prior to the Effective Time, it shall not acquire any new or increased "attributable interest," as defined in the FCC rules, in any media property ("Further Media Interest"), which Further Media Interest could not be held in common control with any Station by Acquiror following the Effective Time (including by virtue of the FCC's multiple ownership limits), without the prior written consent of the Company. Notwithstanding anything to the contrary contained in this Agreement, it shall not be a condition to the Closing that any such waiver shall have been obtained. (e) If at Closing one or more applications for renewal of any of the Company's FCC Licenses is pending or any order of the FCC granting an application for renewal of any of the Company's FCC Licenses has not become a Final Order, then each party agrees to abide by the procedures established in Stockholders of CBS, Inc., FCC 95-469 (rel. Nov. 22, 1995) paragraphs 31-35, for processing applications for assignment of licenses during the pendency of an application for renewal of a station license (or such other procedures as may be established by the FCC). For purposes of this provision, a "Final Order" is an order of the FCC granting any such renewal application (i) that has not been reversed, stayed, enjoined, set aside, annulled or suspended; (ii) as to which, no timely request for a stay, petition for reconsideration or appeal of sua sponte action of the FCC with comparable effect is pending; and (iii) the time for filing any such request, petition or appeal or for the taking of any such action sua sponte by the FCC has expired. The Company and Parent will consult with each other parties further agree that the pendency of any such renewal application or applications, or the fact that the FCC grant of any renewal application shall not have become a Final Order, shall not be a cause for delaying the Closing. Notwithstanding anything in this Agreement to the contrary, this Section shall survive the Closing until any order issued by the FCC with respect to any suit, action or proceeding by any third party, including any Governmental Entity, to restrain, prohibit or otherwise oppose the Merger or any other transaction contemplated by this Agreement and will use their commercially reasonable best efforts to resist any such effort to restrain, prohibit or otherwise oppose the Merger or any other transaction contemplated by this Agreement; provided, however, that neither the Company nor Parent shall have any obligation to make material expenditures in connection with such effortsrenewal application becomes a Final Order.

Regulatory and Other Authorizations. (a) Each party hereto agrees of the Buyer and the Company agree to use its commercially reasonable best efforts to comply with all legal requirements which may be imposed on such party with respect to the Merger and to cooperate in good faith with one another to promptly obtain all Authorizationsauthorizations, consents, orders and approvals of all Governmental Entities and non-governmental third parties that may be or become necessary for (i) its execution and delivery of, and the performance of its respective obligations pursuant to this Agreementto, and (ii) the ownership consummation of the Surviving Entity transactions contemplated in this Agreement and the Collateral Agreements and shall take all such actions as may be requested by Parent, and each party will cooperate fully with the other party in promptly seeking any such regulatory body or official to obtain all such Authorizationsauthorizations, consents, orders and approvals. The foregoing covenant shall not include any obligation by Parent or Neither the Company to agree to divestnor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, abandon, license impairing or take similar action with respect to impeding the receipt of any assets (tangible or intangible) of Parent or the Company, except as to any stores of the Company and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a wholerequired approvals. (b) The Company and Parent shall the Buyer each promptly agree to make an appropriate filing of a Notification notification and Report Form report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly after the date of this Agreement and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each party agrees to make promptly any filing that may be required under any other antitrust or competition law or by any other antitrust or competition authority. (c) Each party to this Agreement shall promptly notify the other party of any communication it receives from any Governmental Entity relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Entity and shall promptly respond provide each other with copies of all correspondence, filings or communications between them or any of their Affiliates, on the one hand, and any Governmental Entity or members of its staff, on the other hand, subject to this Section 5.14(c). No party to this Agreement shall agree to participate in any meeting with any Governmental Entity in respect of any such filing, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request for additional information in connection with respect thereto. Each such filing shall request the foregoing and in seeking early termination of the any applicable waiting period imposed by periods under the HSR Act. (cd) The Company Each party to this Agreement agrees to use its commercially reasonable best efforts and Parent will consult to cooperate in good faith with each the other with respect party hereto to any suit, action or proceeding by any third party, including any Governmental Entity, to restrain, prohibit or otherwise oppose the Merger or promptly obtain any other transaction consents and approvals that may be required under Section 5.14(a) in connection with the transactions contemplated by this Agreement and will use their commercially reasonable best efforts to resist any such effort to restrain, prohibit or otherwise oppose the Merger or any other transaction contemplated by this Agreement; Collateral Agreements provided, however, that neither the Company nor Parent party shall have be required to compensate in any obligation material respect any Governmental Entity, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to make material expenditures in connection with any Governmental Entity to obtain any such effortsconsent or approval.

Regulatory and Other Authorizations. (a) Each party hereto agrees to use commercially reasonable efforts to comply with all legal requirements which may be imposed on such party with respect Subject to the Merger limitations set forth in this Section 6.2, each of the Sellers and the Buyer shall take all reasonable actions to obtain all Authorizations, consents, orders and approvals Permits of Governmental Entities and non-governmental third parties all Authorities that may be or become necessary for (i) the execution and delivery of this Agreement and the performance of its their respective obligations pursuant to this AgreementAgreement (which actions shall include, without limitation, furnishing all information and (iiobtaining all approvals required) the ownership of the Surviving Entity by Parent, and each party will cooperate fully with the other party one another in promptly seeking to obtain all such Authorizations, consents, orders and approvalsPermits. The foregoing covenant shall not include Each party to this Agreement agrees to provide information requested by any obligation by Parent Authority or the Company other party in connection with obtaining such Permits, and agrees not to agree to divesttake any action that will have the effect of delaying, abandon, license impairing or take similar action with respect to impeding the receipt of any assets (tangible or intangible) of Parent or the Company, except as to any stores of the Company and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a wholerequired Permits. (b) The Company and Parent shall each promptly make an appropriate filing of a Notification and Report Form pursuant Notwithstanding anything in Section 6.2(a) to the HSR Act contrary, the Sellers shall cause the Company to coordinate on behalf of all parties the obtaining of all such Permits. The Buyer and the Sellers in association with the Company, to the extent permitted by applicable law and subject to the Company's best corporate interest, shall promptly respond by mutual agreement determine the substance of all communications and filings made by the parties with any Authority regarding the transactions contemplated by this Agreement, including without limitation: (i) the extent to which it may be necessary to resolve or settle any request for additional information with respect thereto. Each such filing shall request early termination concerns on the part of any Authority regarding the legality under any law of the waiting period imposed by the HSR Act. (c) The Company and Parent will consult with each other with respect to any suit, action or proceeding by any third party, including any Governmental Entity, to restrain, prohibit or otherwise oppose the Merger or any other transaction transactions contemplated by this Agreement by entering into negotiations, providing information, making proposals, entering into and will use their commercially reasonable best efforts performing agreements or submitting to resist judicial or administrative orders, agreeing to any such effort to restrainrestrictions on the conduct of business after Closing by the Buyer or the Company or any Subsidiary, prohibit or selling or otherwise oppose disposing of, or holding separate (through the Merger establishment of a trust or otherwise), particular assets or categories of assets or businesses of the Buyer, including, after the Closing, the Company or any Subsidiary; (ii) contesting the entry in a judicial or administrative proceeding brought under any local law by any Authority or any other Person of any permanent or preliminary injunction or other order that would make consummation of the transactions contemplated by this Agreement unlawful or would prevent or delay the transactions, including, without limitation, taking the steps contemplated by Section 6.2(b)(i); (iii) if such an injunction or order has been issued in such a proceeding, taking any and all steps, including, without limitation, appeal thereof, the posting of a bond or the steps contemplated by Section 6.2(b)(i), necessary to vacate, modify or suspend such injunction or order so as to permit the consummation of the transaction on the schedule contemplated by this Agreement; (iv) responding to and complying with any request or subpoena for additional information by any Authority; provided, however, and (v) determining any other appropriate response or initiative to avoid or eliminate impediments under any law that neither may be asserted by any Authority or any other Person to the Company nor Parent shall have any obligation to make material expenditures in connection with such effortsconsummation of the transactions contemplated by this Agreement.

Regulatory and Other Authorizations. (ai) Each party hereto agrees to The Buyer and the Company each shall use commercially reasonable best efforts to comply with all legal requirements which may be imposed on such party with respect to the Merger and to promptly obtain all Authorizationsauthorizations, consents, orders and approvals of Governmental Entities all federal, state, local and non-U.S. governmental third parties and regulatory bodies and officials that may be or become necessary for (i) its execution and delivery of, the performance of its respective obligations pursuant to this Agreementto, and (ii) the ownership consummation of the Surviving Entity by Parenttransactions contemplated in the Transaction Documents, and each party will cooperate fully with the other party in promptly seeking shall take all such actions as may be requested by any such regulatory body or official to obtain all such Authorizationsauthorizations, consents, orders and approvals. The foregoing covenant shall not include any obligation by Parent or Neither the Company to agree to divestnor the Buyer shall take any action that it should be reasonably aware would have the effect of delaying, abandon, license impairing or take similar action with respect to impeding the receipt of any assets (tangible or intangible) of Parent or the Company, except as to any stores of the Company and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a wholerequired approvals. (bii) The Company and Parent shall the Buyer each promptly agree to make an appropriate filing of a Notification notification and Report Form report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly after the date of this Agreement, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each party agrees to make promptly any filing that may be required under any other antitrust or competition law or by any other antitrust or competition authority. (iii) Each of the Company and the Buyer shall use its commercially reasonable best efforts to cooperate to obtain any clearance required under the HSR Act to consummate the transactions contemplated by this Agreement. Each party to this Agreement shall promptly notify the other party of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, shall permit the other parties to review in advance any proposed communication by such party to any Governmental Authority, and shall promptly respond provide each other with copies of all correspondence, filings or communications between them or any of their Affiliates, on the one hand, and any Governmental Authority or members of its staff, on the other hand, subject to this Section 4.3(a)(iii). No party to this Agreement shall agree to participate in any meeting 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. Subject to the Confidentiality Agreement and to this Section 4.3(a)(iii), the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request for additional information in connection with respect thereto. Each such filing shall request the foregoing and in seeking early termination of the any applicable waiting period imposed by periods under the HSR Act. (civ) The Buyer agrees to promptly notify the Company in writing (such notification, an “Antitrust Notification”) if at any time the Buyer determines in its sole reasonable judgment (after consultation with Buyer’s antitrust counsel) that there is no reasonable likelihood that Buyer will, by the Outside Date, agree to or satisfy conditions or requirements of the United States Federal Trade Commission and/or Antitrust Division of the United States Department of Justice or of any court to the receipt of any clearance required under the HSR Act or other Applicable Law for the consummation of the transactions contemplated by the terms of this Agreement; provided, however, that the foregoing shall in no way diminish or modify the Buyer’s obligations pursuant to the other portions of this Section 4.3(a). The Buyer and Parent will consult with each other with respect to any suitthe Company agree, action or proceeding by any third party, including any Governmental Entitywithin 15 days after the Company’s receipt of an Antitrust Notification, to restrainengage in discussions regarding the reasons for such Antitrust Notification and any appropriate course of action in light thereof. In the event the Buyer and the Company are unable to agree upon a mutually-acceptable course of action in such 15-day period, prohibit or otherwise oppose the Merger or Company may terminate this Agreement pursuant to Section 7.3(e) by notifying the Buyer in writing of such termination within seven days following the expiration of such 15-day period. (v) Each party to this Agreement agrees to cooperate in obtaining any other transaction contemplated by this Agreement consents and will use their commercially reasonable best efforts to resist any such effort to restrain, prohibit or otherwise oppose approvals that may be required in connection with the Merger or any other transaction transactions contemplated by this Agreement; provided, however, that neither the Company nor Parent the Buyer shall have be required to compensate any obligation third party, commence or participate in litigation, or offer or grant any accommodation (financial or otherwise) to make material expenditures in connection with any third party to obtain any such effortsconsent or approval except as otherwise contemplated pursuant to Section 2.6 and Section 2.7.

Regulatory and Other Authorizations. CONSENTS. Each party hereto shall use its reasonable best efforts to (a) Each party hereto agrees take, or cause to use commercially reasonable efforts be taken, all appropriate action, and do, or cause to comply with be done, all legal requirements which may be imposed on such party with respect things necessary, proper or advisable under applicable Law or otherwise to promptly consummate and make effective the Merger transactions contemplated by this Agreement, and to (b) obtain all Authorizationsauthorizations, consents, orders and approvals of of, and to give all notices to and make all filings with, all Governmental Entities Authorities and non-governmental other third parties that may be or become necessary for (i) its execution and delivery of, and the performance of its respective obligations pursuant to this AgreementAgreement including, and (ii) the ownership without limitation, those consents set forth in Section 4.10.2 or 7.1.11 of the Surviving Entity Disclosure Schedule or otherwise contemplated by Parent, and each this Agreement. Each party will cooperate fully with the other party in promptly seeking to obtain all such Authorizationsauthorizations, consents, orders and approvals, giving such notices, and making such filings. In connection with obtaining such consents from third parties, no party shall be required to make payments, commence litigation or agree to modifications of the terms thereof (other than payments and modifications which individually, and in the aggregate, are immaterial), and no material modification shall be made to any contract, agreement or other commitment of the Seller without the prior written consent of the Purchaser. The foregoing covenant parties hereto agree not to take any action that will have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals. Prior to making any application or filing with any Governmental Authority or other person or entity in connection with this Agreement, the Seller and the Purchaser shall not include any obligation by Parent or provide the Company other with drafts thereof and afford the other a reasonable opportunity to agree to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of Parent or comment on such drafts. Without limiting the Company, except as to any stores generality of the Company preceding sentences, each of Purchaser, the Stockholder and its Subsidiaries which account for no more than 5% the Seller agrees to cooperate and use all commercially reasonable efforts to vigorously contest and resist any action, suit, proceeding or claim, and to have vacated, lifted, reversed or overturned any injunction, order, judgment or decree (whether temporary, preliminary or permanent), that delays, prevents or otherwise restricts the consummation of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a whole. (b) The Company and Parent shall each promptly make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and shall promptly respond to any request for additional information with respect thereto. Each such filing shall request early termination of the waiting period imposed by the HSR Act. (c) The Company and Parent will consult with each other with respect to any suit, action or proceeding by any third party, including any Governmental Entity, to restrain, prohibit or otherwise oppose the Merger or any other transaction contemplated by this Agreement and will use their commercially reasonable best efforts to resist any such effort to restrain, prohibit or otherwise oppose the Merger Acquisition or any other transaction contemplated by this Agreement; , and to take any and all actions as may be required by Governmental Authorities as a condition to the granting of any such necessary approvals or as may be required to avoid, vacate, lift, reverse or overturn any injunction, order, judgment, decree or regulatory action (provided, however, that neither in no event shall any party hereto take, or be required to take, any action that would have a Material Adverse Effect on Purchaser, the Company nor Parent Seller, or the Stockholder). Notwithstanding the foregoing, in no event shall have Purchaser or the Seller be required at any obligation time from the date hereof through and following the Closing Date to make material expenditures in connection with such effortsdispose of the assets, or divest the businesses, of Purchaser, the Seller or any of their respective Affiliates.

Regulatory and Other Authorizations. (a) Consents. Each party hereto agrees to shall use its commercially reasonable efforts to comply with (a) take, or cause to be taken, all legal requirements which may appropriate action, and do, or cause to be imposed on such party with respect done, all things necessary, proper or advisable under applicable Law or otherwise to promptly consummate and make effective the Merger and to transactions contemplated by this Agreement, (b) obtain all Authorizationsauthorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of Governmental Entities its obligations pursuant to this Agreement including, without limitation, those consents set forth in Section 4.10.2 of the Disclosure Schedule or otherwise contemplated by this Agreement, and non-governmental (c) obtain all authorizations, consents and approvals of, give all notices to or obtain all waivers from third parties that may be or become necessary for (i) its execution and delivery of, and the performance of its respective obligations pursuant to this Agreement including, without limitation, those consents set forth in Section 4.8 of the Disclosure Schedule or otherwise contemplated by this Agreement, and (ii) which if not obtained or waived prior to the ownership of Closing Date, would have a Material Adverse Effect on the Surviving Entity by Parent, and each Company post-Closing. Each party will cooperate fully with the other party in promptly seeking to obtain all such Authorizationsauthorizations, consents, orders and approvals, giving such notices, and making such filings. The foregoing covenant In connection with obtaining such consents from third parties, no party shall not include any obligation by Parent be required to make payments, commence litigation or the Company to agree to divestmodifications of the terms thereof (other than payments and modifications which individually, abandonand in the aggregate, license or take similar action with respect are immaterial), and no material modification shall be made to any assets (tangible contract, agreement or intangible) of Parent or the Company, except as to any stores other commitment of the Company without the prior written consent of Parent. The parties hereto agree not to take any action that will have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals. Prior to making any application or filing with any Governmental Authority or other person or entity in connection with this Agreement, the Stockholder, on the one hand, and its Subsidiaries which account for no more than 5% Parent, on the other hand, shall provide the other with, drafts thereof and afford the other a reasonable opportunity to comment on such drafts. Without limiting the generality of the total revenues of the Company and its Subsidiaries taken as a whole or any stores preceding sentences, both of Parent and its subsidiaries which account for no more than 3% the Stockholder agree to cooperate and use all commercially reasonable efforts to vigorously contest and resist any action, suit, proceeding or claim, and to have vacated, lifted, reversed or overturned any injunction, order, judgment or decree (whether temporary, preliminary or permanent), that delays, prevents or otherwise restricts the consummation of the total revenues of Parent Transactions, and its subsidiaries taken to take any and all actions as may be required by Governmental Authorities as a whole. (b) The Company and Parent shall each promptly make an appropriate filing of a Notification and Report Form pursuant condition to the HSR Act and shall promptly respond to any request for additional information with respect thereto. Each such filing shall request early termination granting of the waiting period imposed by the HSR Act. (c) The Company and Parent will consult with each other with respect to any suit, action or proceeding by any third party, including any Governmental Entity, to restrain, prohibit or otherwise oppose the Merger or any other transaction contemplated by this Agreement and will use their commercially reasonable best efforts to resist any such effort necessary approvals or as may be required to restrainavoid, prohibit vacate, lift, reverse or otherwise oppose the Merger overturn any injunction, order, judgment, decree or any other transaction contemplated by this Agreement; regulatory action (provided, however, that neither in no event shall any party hereto take, or be required to take, any action that would have a Material Adverse Effect on Parent, the Stockholder or the Company). Notwithstanding the foregoing, in no event shall Parent or the Stockholder be required at any time from the date hereof through and following the Closing Date to dispose of the assets, or divest the businesses, of Parent, the Company nor Parent shall have or any obligation to make material expenditures in connection with such effortsof their respective Affiliates. Certain Tax Matters.

Regulatory and Other Authorizations. (a) Each party hereto agrees to use commercially reasonable efforts to comply with all legal requirements which may be imposed on such party with respect to the Merger and to obtain all Authorizations, consents, orders and approvals of Governmental Entities and non-governmental third parties that may be or become necessary for (i) its respective execution and delivery of, and the performance of its respective obligations pursuant to to, this Agreement, Agreement and (ii) the ownership of the Surviving Entity Corporation by Parent, and each party will cooperate fully with the other party parties in promptly seeking to obtain all such Authorizationsauthorizations, consents, orders and approvals. The foregoing covenant shall not include any obligation by Parent or Without limitation, the Company to agree to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of Parent or the Company, except as to any stores of the Company and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a whole. (b) The Company and Parent shall each promptly make an appropriate filing of a Notification and Report Form pursuant to the HSR Act no later than 20 days after the date hereof and shall promptly respond to any request for additional information with respect thereto. Each such filing shall request early termination of the waiting period imposed by the HSR Act. (cb) The Company and Notwithstanding anything else to the contrary contained in this Agreement, Parent will consult with each other with respect shall have no obligation to oppose, challenge or appeal any suit, suit action or proceeding by any third partyGovernmental Entity before any court or governmental authority, including agency or tribunal, domestic or foreign or any Governmental Entity, order or ruling by any such body (i) seeking to restrain, restrain or prohibit or otherwise oppose restraining or prohibiting the consummation of the Merger or any of the other transaction contemplated by this Agreement and will use their commercially reasonable best efforts to resist any such effort to restrain, prohibit or otherwise oppose the Merger or any other transaction transactions contemplated by this Agreement; provided, however(ii) seeking to prohibit or limit or prohibiting or limiting the ownership, that neither operation or control by the Company, Parent or any of their respective Subsidiaries of any portion of the business or assets of the Company, Parent or any of their respective Subsidiaries or seeking to compel or compelling the Company, Parent or any of their respective Subsidiaries to dispose of, grant rights in respect of, or hold separate any portion of the business or assets of the Company, Parent or any of their respective subsidiaries. Neither the Company nor Parent any of its Subsidiaries shall have take or agree to take any obligation to make material expenditures of the actions described in connection with such effortsthe immediately preceding sentence without the prior written consent of Parent.

Regulatory and Other Authorizations. (a) Each party hereto agrees to use commercially reasonable efforts to comply with all legal requirements which may be imposed on such party with respect to the Merger Transaction and to obtain all Authorizations, consents, orders and approvals of Governmental Entities Authority and non-governmental third parties that may be or become necessary for (i) its respective execution and delivery of, and the performance of its respective obligations pursuant to this Agreement, Agreement and (ii) the ownership of the Surviving Entity Preferred Shares by Parentthe Purchasers, and each party will cooperate fully with the other party parties in promptly seeking to obtain all such Authorizationsauthorizations, consents, orders and approvals. The foregoing covenant shall not include any obligation by Parent or the Company to agree to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of Parent or the Company, except as to any stores of the Company and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a whole. (b) The Company and Parent shall each promptly make an appropriate filing of a Notification and Report Form pursuant Notwithstanding anything else to the HSR Act and contrary contained in this Agreement, the Purchasers shall promptly respond have no obligation to oppose, challenge or appeal any request for additional information with respect thereto. Each such filing shall request early termination of the waiting period imposed by the HSR Act. (c) The Company and Parent will consult with each other with respect to any suit, suit action or proceeding by any third partyGovernmental Authority, including agency or tribunal, domestic or foreign or any Governmental Entity, order or ruling by any such body (i) seeking to restrain, restrain or prohibit or otherwise oppose restraining or prohibiting the Merger consummation of the Transaction, (ii) seeking to prohibit or limit or prohibiting or limiting the ownership, operation or control by the Company or its Subsidiaries, the Purchasers or any other transaction contemplated by this Agreement and will use of their commercially reasonable best efforts to resist any such effort to restrain, prohibit or otherwise oppose the Merger respective subsidiaries or any other transaction contemplated by this Agreement; providedportion of the business or assets of the Company or its Subsidiaries or the Purchasers or any of their respective subsidiaries or seeking to compel or compelling the Company or its Subsidiaries or the Purchasers or any of their respective subsidiaries to dispose of, howevergrant rights in respect of, that neither or hold separate any portion of the business or assets of the Company or its Subsidiaries or the Purchasers or any of their respective subsidiaries. Neither the Company nor Parent any of its Subsidiaries shall have take or agree to take any obligation to make material expenditures of the actions described in connection with such effortsthe immediately preceding sentence without the prior written consent of the Purchasers.

Regulatory and Other Authorizations. (a) Each party hereto agrees The Company, SHI and Acquiror agree to use commercially reasonable their respective best efforts to comply with all legal requirements which may be imposed on such party with respect to the Merger and to obtain all Authorizationsauthorizations, consents, orders and approvals of Governmental Entities federal, state, local and foreign regulatory bodies and officials and non-governmental third parties that may be or become necessary for (i) the performance of its respective obligations pursuant to this Agreement, and (ii) the ownership of the Surviving Entity by Parent, and each party will cooperate fully with the other party parties in promptly seeking to obtain all such Authorizationsauthorizations, consents, orders and approvals. The foregoing covenant shall not include any obligation by Parent or SHI and the Company to agree to divestshall have primary responsibility for obtaining all authorizations, abandonconsents, license or take similar action orders and approvals with respect to any assets (tangible or intangible) Licenses and Franchises of Parent or the CompanyCable. Without limitation, except as to any stores of the Company and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a whole. (b) The Company and Parent Acquiror shall each promptly make an appropriate filing of a Notification and Report Form pursuant to the HSR Act no later than thirty days from the date hereof; and shall promptly respond to any request for additional information with respect thereto. Each each such filing shall request early termination of the waiting period imposed by the HSR Act. Acquiror shall not be required to agree to any consent decree or order in connection with any objections of the Department of Justice or the Federal Trade Commission (each an "HSR Authority") to the transactions contemplated by this Agreement. None of the Cable Subsidiaries or Cable Partnerships shall amend any Franchise or make or agree to make any payments or commitments, including commitments to make future capital improvements or provide future services, in connection with obtaining any authorization, consent, order or approval of any governmental authority necessary for the transfer of control of any Franchise. (b) Any application to any governmental authority for any authorization, consent, order or approval necessary for the transfer of control of any License or Franchise shall be mutually acceptable to the Company and Acquiror. Without limiting the obligations of the Company, SHI and Acquiror under Section 6.15(a), each of the Company, SHI and Acquiror agrees, upon reasonable prior notice, to make appropriate representatives available for attendance at meetings and hearings before applicable governmental authorities in connection with the transfer of control of any License or Franchise. The Company, SHI and Acquiror each agree to use its reasonable best efforts to obtain any waiver, consent or declaratory ruling by the FCC with respect to the Rules and Regulations regarding cross-ownership of cable television systems and television stations, to the extent that such Rules and Regulations may prohibit (A) the Trust from designating a director on or observer of the Comcast Board of Directors or (B) Xxxxx Xxxxxxx from serving on the Board of Directors of Xxxxxx Broadcasting Company; provided that it shall not be a condition to the Closing that any such waiver, consent or declaratory ruling shall have been obtained. (c) The Company Subject to Section 7.04(g), if any authorization, consent, order or approval of any governmental authority necessary for the transfer of control of any License or Franchise shall not have been obtained prior to the Effective Time, SHI and Parent will consult Acquiror shall cooperate with each other and use their respective best efforts (i) to restructure the ownership and control of such License or Franchise from and after the Effective Time in such a manner that prevents any violation of the terms of such License or Franchise that would have a Material Adverse Effect on Acquiror and its Subsidiaries taken as a whole, on Cable or on SHI and its Subsidiaries taken as a whole and preserves the intent of the parties as set forth in this Agreement with respect to any suitthe terms and conditions of the Merger, action or proceeding by any third party, including any Governmental Entityand (ii) notwithstanding the Closing, to restraincontinue to seek any authorization, prohibit consent, order or otherwise oppose approval necessary for the Merger transfer of control of such License or any other transaction contemplated by this Agreement and will use their commercially reasonable best efforts to resist any such effort to restrain, prohibit or otherwise oppose the Merger or any other transaction contemplated by this Agreement; provided, however, that neither the Company nor Parent shall have any obligation to make material expenditures in connection with such effortsFranchise.

Regulatory and Other Authorizations. (a) Each party hereto agrees to use commercially reasonable efforts to comply with all legal requirements which may be imposed on such party with respect to the Merger transactions contemplated hereby and to obtain all Authorizations, consents, orders and approvals consents of Governmental Entities Authorities and non-governmental third parties that may be or become necessary for (i) with respect to its respective execution and delivery of, and the performance of its respective obligations pursuant to this Agreement, and (ii) the ownership of the Surviving Entity by Parent, and each party will cooperate fully with the other party in promptly seeking to obtain all such Authorizationsconsents. Without limitation, consents, orders Textron and approvals. The foregoing covenant shall not include any obligation by Parent or the Company to agree to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of Parent or the Company, except as to any stores of the Company and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a whole. (b) The Company and Parent Safeguard shall each promptly make an appropriate filing of a Notification and Report Form pursuant to the HSR Act promptly, but in no event later than 40 days after the date hereof, and shall promptly respond to any request for additional information with respect thereto. Each such filing shall request early termination of the waiting period imposed by the HSR Act. (cb) The Company and Parent will consult with each other with respect Notwithstanding anything else to the contrary contained in this Agreement, neither of the parties shall have any obligation to oppose, challenge or appeal any suit, action or proceeding by any third party, including Governmental Authority or any order or ruling by any Governmental EntityAuthority, (i) seeking to restrain, restrain or prohibit or otherwise oppose restraining or prohibiting the Merger consummation of the transactions contemplated hereby, (ii) seeking to prohibit or limit or prohibiting or limiting the ownership, operation or control by Textron, Safeguard or any other transaction contemplated by this Agreement and will use of their commercially reasonable best efforts to resist respective Subsidiaries of any such effort to restrainportion of the business or assets of Textron, prohibit or otherwise oppose the Merger Safeguard or any other transaction contemplated by this Agreement; providedof their respective Subsidiaries or (iii) seeking to compel or compelling Textron, howeverSafeguard or any of their respective Subsidiaries to dispose of, that neither grant rights in respect of, or hold separate any portion of the Company nor Parent shall have business or assets of Textron, Safeguard or any obligation to make material expenditures in connection with such efforts.of their

Regulatory and Other Authorizations. (a) Each party hereto agrees to use commercially reasonable efforts to comply with all legal requirements which may be imposed on such party with respect Subject to the Merger limitations set forth in this Section 6.2, Sellers, GSHS and Buyer will use their respective best efforts to obtain all Authorizationsauthorizations, consents, orders and approvals of all Governmental Entities and non-governmental third parties Authorities that may be or become necessary for (i) the execution, delivery and the performance of its their respective obligations pursuant to this Agreement, Agreement and (ii) the ownership of the Surviving Entity by Parent, GPA Stock Exchange Agreement and each party will cooperate fully with the other party one another in promptly seeking to obtain all such Authorizationsauthorizations, consents, orders and approvals. The foregoing covenant shall not include any obligation Each party to this Agreement agrees to make (if required of such party by Parent or the Company HSR Act) a timely [subject to agree to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of Parent or the Company, except as to any stores of the Company Section 6.2(b)(i)] and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a whole. (b) The Company and Parent shall each promptly make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and shall promptly respond to any request for additional information with respect thereto. Each such filing shall request early termination of to the waiting period imposed transactions contemplated by this Agreement and, if required by the HSR Act, the Exchange Agreement and the GPA Stock Exchange Agreement, to provide information requested by any Governmental Antitrust Authority or the other party and agrees that it will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals. (cb) The Company Notwithstanding anything in Section 6.2(a) to the contrary, Buyer shall coordinate on behalf of all parties and, except as may be required by law, shall determine in its sole judgment and Parent will consult discretion the timing and Buyer and Sellers shall by mutual agreement determine the substance of all communications and filings made by the parties with each other with respect to any suit, action or proceeding by any third party, including any Governmental Entity, to restrain, prohibit or otherwise oppose Antitrust Authority regarding the Merger or any other transaction contemplated by this Agreement and will use their commercially reasonable best efforts to resist any such effort to restrain, prohibit or otherwise oppose the Merger or any other transaction transactions contemplated by this Agreement, including without limitation: (i) the timing of all HSR filings by Buyer, GSHS and Sellers; (ii) the extent to which it may be necessary to resolve or settle any concerns on the part of any Governmental Antitrust Authority regarding the legality under any antitrust law of the transactions contemplated by this Agreement, the Exchange Agreement or the GPA Stock Exchange Agreement by entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to judicial or administrative orders, agreeing to any restrictions on conduct of business after Closing by Buyer, GSHS or any Subsidiary, or selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets, or businesses, of Buyer (or any Buyer Subsidiaries), including, after the Closing, GSHS and its Subsidiaries; (iii) contesting the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Antitrust Authority or any other person of any permanent or preliminary injunction or other order that would make consummation of the transactions contemplated by this Agreement, the GPA Stock Exchange Agreement or the Exchange Agreement unlawful or would prevent or delay the transactions, including, without limitation, taking the steps contemplated by Section 6.2(b)(ii); (iv) if such an injunction or order has been issued in such a proceeding, taking any and all steps, including, without limitation, appeal thereof, the posting of bond or the steps contemplated by Section 6.2(b)(ii), necessary to vacate, modify or suspend such injunction or order so as to permit the consummation of the transaction on the schedule contemplated by this Agreement; (v) responding to and complying with any request or subpoena for additional information by any Governmental Antitrust Authority; providedand (vi) determining any other appropriate response or initiative to avoid or eliminate impediments under any antitrust law that may be asserted by any Governmental Antitrust Authority or any other person to the consummation of the transactions contemplated by this Agreement, however, that neither the Company nor Parent shall have any obligation to make material expenditures in connection with such effortsExchange Agreement or the GPA Stock Exchange Agreement.

Regulatory and Other Authorizations. (a) Each party hereto agrees to of the parties shall use commercially reasonable efforts to comply with all legal requirements which may be imposed on such party with respect to the Merger and to promptly obtain all Authorizationsauthorizations, consents, orders and approvals of all Governmental Entities Authorities and non-governmental third parties officials that may be or become necessary for (i) its execution and delivery of, and the performance of its respective obligations pursuant to to, this Agreement, Agreement and (ii) the ownership of the Surviving Entity by Parent, Ancillary Agreements and each party will cooperate fully with the other party in promptly seeking to obtain all such Authorizationsauthorizations, consents, orders and approvals. The foregoing covenant shall not include any obligation by Parent or the Company to agree to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of Parent or the Company, except as to any stores of the Company and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a whole. (b) The Company In furtherance and Parent not in limitation of the foregoing, the Seller Parties shall each promptly make an appropriate filing permit the Buyer reasonably to participate in the defense and settlement of a Notification any claim, suit or cause of action relating to this Agreement or the Transaction, and Report Form pursuant the Seller Parties shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the HSR Act and contrary, the Buyer shall promptly respond not be required by this Section to take or agree to undertake any request for additional information action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Company or (ii) limit the Buyer’s freedom of action with respect thereto. Each such filing shall request early termination to, or its ability to consolidate and control, the Business or the Company or any of the waiting period imposed by the HSR ActBuyer’s or its Affiliates’ other assets or businesses. (c) The Company Each of the Buyer and Parent the Seller Parties shall promptly notify the other party of any communication it or any of its Affiliates 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 communication by such party to any Governmental Authority. Neither the Buyer nor the Seller Parties shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry 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 at such meeting. Subject to the Confidentiality Agreement, the Buyer and the Seller Parties will consult with provide each other with copies of all correspondence, filings or 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, with respect to any suit, action or proceeding by any third party, including any Governmental Entity, to restrain, prohibit or otherwise oppose the Merger or any other transaction contemplated by this Agreement and will use their commercially reasonable best efforts to resist any such effort to restrain, prohibit or otherwise oppose the Merger or any other transaction contemplated by this Agreement; provided, however, that neither the Company nor Parent shall have any obligation to make material expenditures in connection with such effortsTransaction.

Regulatory and Other Authorizations. (a) Each party hereto agrees to use commercially reasonable efforts to comply with all legal requirements which may be imposed on such party with respect Subject to the Merger limitations set forth in this Section 6.2, each of the Sellers, the Corporation and the Buyer shall take all reasonable actions to obtain all Authorizations, consents, orders and approvals Permits of Governmental Entities and non-governmental third parties all Authorities that may be or become necessary for (i) the execution and delivery of this Agreement and the performance of its their respective obligations pursuant to this AgreementAgreement (which actions shall include, without limitation, furnishing all information and (ii) the ownership of the Surviving Entity by Parent, obtaining all approvals required and each party will cooperate fully with the other party one another in promptly seeking to obtain all such Authorizations, consents, orders and approvalsPermits. The foregoing covenant shall not include Each party to this Agreement agrees to provide information requested by any obligation by Parent Authority or the Company other party in connection with obtaining such Permits, and agrees not to agree to divesttake any action that will have the effect of delaying, abandon, license impairing or take similar action with respect to impeding the receipt of any assets (tangible or intangible) of Parent or the Company, except as to any stores of the Company and its Subsidiaries which account for no more than 5% of the total revenues of the Company and its Subsidiaries taken as a whole or any stores of Parent and its subsidiaries which account for no more than 3% of the total revenues of Parent and its subsidiaries taken as a wholerequired Permits. (b) The Company and Parent shall each promptly make an appropriate filing of a Notification and Report Form pursuant Notwithstanding anything in Section 6.2(a) to the HSR Act contrary, the Corporation shall coordinate on behalf of all parties the obtaining of all such Permits. The Buyer and the Corporation shall promptly respond by mutual agreement determine the substance of all communications and filings made by the parties with any Authority regarding the transactions contemplated by this Agreement, including without limitation: (i) the extent to which it may be necessary to resolve or settle any request for additional information with respect thereto. Each such filing shall request early termination concerns on the part of any Authority regarding the legality under any law of the waiting period imposed by the HSR Act. (c) The Company and Parent will consult with each other with respect to any suit, action or proceeding by any third party, including any Governmental Entity, to restrain, prohibit or otherwise oppose the Merger or any other transaction transactions contemplated by this Agreement by entering into negotiations, providing information, making proposals, entering into and will use their commercially reasonable best efforts performing agreements or submitting to resist judicial or administrative orders, agreeing to any such effort to restrainrestrictions on the conduct of business after Closing by the Buyer or the Corporation or any Subsidiary, prohibit or selling or otherwise oppose disposing of, or holding separate (through the Merger establishment of a trust or otherwise), particular assets or categories of assets or businesses of the Buyer, including, after the Closing, the Corporation or any Subsidiary; (ii) contesting the entry in a judicial or administrative proceeding brought under any local law by any Authority or any other Person of any permanent or preliminary injunction or other order that would make consummation of the transactions contemplated by this Agreement unlawful or would prevent or delay the transactions, including, without limitation, taking the steps contemplated by Section 6.2(b)(i); (iii) if such an injunction or order has been issued in such a proceeding, taking any and all steps, including, without limitation, appeal thereof, the posting of a bond or the steps contemplated by Section 6.2(b)(i), necessary to vacate, modify or suspend such injunction or order so as to permit the consummation of the transaction on the schedule contemplated by this Agreement; (iv) responding to and complying with any request or subpoena for additional information by any Authority; provided, however, and (v) determining any other appropriate response or initiative to avoid or eliminate impediments under any law that neither may be asserted by any Authority or any other Person to the Company nor Parent shall have any obligation to make material expenditures in connection with such effortsconsummation of the transactions contemplated by this Agreement.