Common use of Regulatory and Other Authorizations Clause in Contracts

Regulatory and Other Authorizations. (a) The Seller and the Buyer will (i) use their reasonable best efforts to obtain (or to cause the Company to obtain) as promptly as reasonably practicable all authorizations, consents, orders, actions and approvals, and to make all filings with and to give all notices to all Governmental Authorities required to consummate the transactions contemplated by this Agreement, (ii) cooperate fully with the other party hereto in promptly seeking to obtain all such authorizations, consents, orders, actions and approvals and to make all such filings and give such notices and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection therewith. Each party hereto agrees to make (and, in the case of the Seller, to use its reasonable efforts to cause the Company to make) promptly (but in no event later than ten (10) Business Days after the Signing Date or the Exercise Notice Date, as applicable) any required filings with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, pursuant to the HSR Act and to supply (and, in the case of the Seller, to use its reasonable efforts to cause the Company to supply) as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the HSR Act. The Buyer hereto agrees to make as promptly as reasonably practicable (taking into account, in particular, the legitimate interest of the Buyer and the Seller in carrying out adequate pre-notification) following the Signing Date or the Exercise Notice Date, as applicable, its filing(s) required to be made with member states of the European Community in which such filing(s) are required and with the United Kingdom Office of Fair Trading (in the event that the United Kingdom Office of Fair Trading claims jurisdiction to review the transaction) and with the European Commission, as applicable, and to supply as promptly as reasonably practicable to the European Commission or any such member states any additional information and documentary material that may be reasonably requested. Each party hereto agrees to make (or, in the case of the Seller, to use its reasonable efforts to cause the Company to make) promptly following the Signing Date or the Exercise Notice Date, as applicable, its filing(s), if applicable, under the Investment Canada Act and the Competition Act with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the Investment Canada Act or the Competition Act. The Buyer will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.

Regulatory and Other Authorizations. (a) The Seller and the Buyer will (i) use their reasonable best efforts to obtain (or to cause the Company Selling Subsidiaries or Companies to obtain) as promptly as reasonably practicable all authorizations, consents, orders, actions and approvals, and to make all filings with and to give all notices to all Governmental Authorities required to consummate the transactions contemplated by this Agreement, (ii) cooperate fully with the other party hereto in promptly seeking to obtain all such authorizations, consents, orders, actions and approvals and to make all such filings and give such notices and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection therewith. Each party hereto agrees to make (and, in the case of the Seller, to use its reasonable efforts to cause the Company to make) promptly (but in no event later than ten (10) Business Days after the Signing Date or the Exercise Notice Date, as applicable) any required filings with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, its filing pursuant to the HSR Act and to supply (and, in the case of the Seller, to use its reasonable efforts to cause the Company to supply) as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the HSR Act. The Buyer hereto agrees to make as promptly as reasonably practicable (taking into account, in particular, the legitimate interest of the Buyer and the Seller in carrying out adequate pre-notification) following the Signing Date or the Exercise Notice Date, as applicable, its filing(s) filing required to be made with member states of the European Community in which such filing(s) are required and Commission with respect to the United Kingdom Office of Fair Trading (in the event that the United Kingdom Office of Fair Trading claims jurisdiction to review the transaction) and with the European Commission, as applicable, transactions contemplated by this Agreement and to supply as promptly as reasonably practicable to the European Commission or any such member states any additional information and documentary material that may be reasonably requested. Each party hereto agrees to make (or, in the case of the Seller, to use promptly its reasonable efforts to cause the Company to make) promptly following the Signing Date or the Exercise Notice Date, as applicable, its filing(s)filing, if applicable, under the Investment Canada Act and the Competition Act with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the Investment Canada Act or the Competition Act. The Buyer will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.

Regulatory and Other Authorizations. (a) The Seller Each of Move, Parent and the Buyer will (i) Purchaser has agreed to use their respective reasonable best efforts to obtain (or to cause the Company Offer and the Merger and the other transactions contemplated by the Merger Agreement to obtain) be consummated as promptly as reasonably practicable all authorizationspracticable. Each of the Company, consents, orders, actions Parent and approvalsPurchaser shall, and shall cause its subsidiaries to, file within ten business days of the Merger Agreement any required submissions under the HSR Act, and use its reasonable best efforts (i) to make all filings furnish information required in Table of Contents connection with and to give all notices to all Governmental Authorities required to consummate such submissions under the transactions contemplated by this AgreementHSR Act, (ii) to obtain early termination of the waiting period under the HSR Act, (iii) to keep the other parties reasonably informed with respect to the status of any such submissions under the HSR Act and (iv) to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals from any governmental entity. In addition, the Company, Parent and Purchaser shall, and shall cause their respective subsidiaries to, cooperate fully with one another in promptly determining whether any filings are required to be or should be made or any consents, approvals or waivers are required to be or should be obtained from other parties to any contracts, obligations or instruments that the Company or any of its subsidiaries is a party to or related to the Company’s and its subsidiaries’ business in connection with the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement and in promptly making any such filings, furnishing information required in connection therewith and seeking to timely obtain any such consents, permits, approvals or waivers. The Company, Parent and Purchaser shall, and shall cause their respective subsidiaries to: (i) promptly notify the other parties of any communication from a governmental entity and permit the other parties to review and discuss in advance (and to consider in good faith any comments made by the others in relation to) any proposed written communication to a governmental entity (except with respect to taxes) and (ii) keep the others reasonably informed of any developments, requests for meetings or discussions with any governmental entity in respect of any filings, investigation or inquiry concerning the Offer or the Merger. The Company, Parent and Purchaser also agreed not, and to cause their respective subsidiaries not to, to the extent not prohibited by such governmental entity or by law, to participate in any meeting or discussion, either in person or by telephone, with any governmental entity in connection with the proposed transaction unless it consults with the other party hereto in promptly seeking advance and gives the other party the opportunity to obtain all such authorizations, consents, orders, actions attend and approvals participate where appropriate and advisable under the circumstances. Notwithstanding anything to make all such filings and give such notices and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection therewith. Each party hereto agrees to make (and, the contrary contained in the case Merger Agreement, the parties agreed that nothing in the Merger Agreement will require Parent, Purchaser or any of the Seller, to use its reasonable efforts to cause their affiliates or the Company to make) promptly (but in no event later than ten (10) Business Days after the Signing Date or the Exercise Notice Date, as applicable) any required filings with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, pursuant to the HSR Act and to supply (and, in the case of the Seller, to use its reasonable efforts to cause the Company to supply) as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the HSR Act. The Buyer hereto agrees to make as promptly as reasonably practicable (taking into account, in particular, the legitimate interest of the Buyer and the Seller in carrying out adequate pre-notification) following the Signing Date or the Exercise Notice Date, as applicable, its filing(s) required to be made with member states of the European Community in which such filing(s) are required and with the United Kingdom Office of Fair Trading (in the event that the United Kingdom Office of Fair Trading claims jurisdiction to review the transaction) and with the European Commission, as applicable, and to supply as promptly as reasonably practicable to the European Commission or any such member states any additional information and documentary material that may be reasonably requested. Each party hereto agrees to make (orof its subsidiaries, in the case of the Seller, to use its reasonable efforts to cause the Company to make) promptly following the Signing Date or the Exercise Notice Date, as applicable, its filing(s), if applicable, under the Investment Canada Act and the Competition Act with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the Investment Canada Act or the Competition Act. The Buyer will pay all fees or make other payments to any Governmental Authority in order to obtain any required approval from any governmental entity or any third party, to: (i)(x) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such authorizationsaction, consentsor (y) propose, orders negotiate or approvalsoffer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, or divestiture, or holding separate, before or after the Acceptance Time or the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interests therein of (I) the Company or any of its subsidiaries, (II) the Surviving Corporation or any of its subsidiaries or (III) Parent or any of its affiliates, or (ii) accept any conditions or take any other actions (including amending, modifying, terminating or entering into any contracts or other business arrangements) that would impose any restrictions or limitations on the conduct or operation of, or adversely affect or impact, any business, assets or properties of (I) the Company or any of its subsidiaries, (II) the Surviving Corporation or any of its subsidiaries or (III) Parent or any of its affiliates, provided that such limitations do not apply to solely in the case of clauses (i)(I), (i)(II), (ii)(I) and (ii)(II) above, to any such sale, lease, license, transfer, disposal, divestiture, other encumbrance, separate holding or acceptance of any such condition, restriction or limitation that would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or the Surviving Corporation and its subsidiaries, taken as a whole (collectively, the “Regulatory Efforts Provision”).

Regulatory and Other Authorizations. (a) The Seller Company and the Buyer will Acquiror agree to use their respective commercially reasonable efforts (i) use their reasonable best efforts to obtain all Licenses and waivers of federal, state, local and foreign regulatory bodies and officials (each a "Governmental Authority") and non-governmental third parties that may be or become necessary for performance of their respective obligations pursuant to cause the Company to obtain) as promptly as reasonably practicable all authorizations, consents, orders, actions and approvals, and to make all filings with and to give all notices to all Governmental Authorities required to consummate the transactions contemplated by this Agreement, (ii) cooperate fully with to lift or rescind any injunction or restraining order or other order adversely affecting the other party ability of the parties hereto in promptly seeking to obtain all such authorizations, consents, orders, actions and approvals and to make all such filings and give such notices consummate the Transactions contemplated hereby and (iii) provide such other to effect all necessary registrations and filings including, but not limited to, filings under the HSR Act and submissions of information requested by any Governmental Authority. The parties hereto further covenant and agree, with respect to any Governmental Authority threatened or 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 ability of the parties hereto to consummate the Merger and the other Transactions contemplated hereby, to respectively use their commercially reasonable efforts (including, if necessary, the measures described in subsection (b) below) to prevent the entry, enactment or promulgation thereof or to obtain such waiver or approval, as such Governmental Authority may reasonably request in connection therewith. Each party hereto agrees to make (and, in the case may be. (b) Without limiting the obligations of the Sellerparties 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 I-38 39 (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 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 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 and related material required under the HSR Act as soon as practicable and in any 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 cause the Company to make) promptly (but in no event later than ten (10) Business Days after the Signing Date certify as soon as practicable its substantial compliance with any requests for additional information or the Exercise Notice Date, as applicable) any required filings with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, pursuant to the HSR Act and to supply (and, in the case of the Seller, to use its reasonable efforts to cause the Company to supply) as promptly as reasonably practicable to the appropriate Governmental Authorities any information and 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 requested pursuant 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. The Buyer hereto agrees to make as promptly as reasonably practicable (taking into accountAcquiror and Company agree that all telephonic calls, in particular, meetings or hearings with a Government Regulatory Entity regarding the legitimate interest Transactions contemplated hereby or any of the Buyer matters described in this Section 6.14(b) shall include representatives of each of Acquiror and the Seller in carrying out adequate pre-notificationCompany. (c) following the Signing Date or the Exercise Notice Date, as applicable, its filing(s) required to be made with member states of the European Community in which such filing(s) are required and with the United Kingdom Office of Fair Trading (in the event that the United Kingdom Office of Fair Trading claims jurisdiction to review the transaction) and with the European Commission, as applicable, and to supply as promptly as reasonably practicable to the European Commission or any such member states any additional information and documentary material that may be reasonably requested. Each party hereto agrees to make (or, in shall promptly inform the case other of any material communication from any other Government Regulatory Entity regarding any of the Seller, to use its reasonable efforts to cause the Company to make) promptly following the Signing Date Transactions contemplated hereby. If any party hereto or the Exercise Notice Date, as applicable, its filing(s), if applicable, under the Investment Canada Act and the Competition Act any Affiliate thereof receives a request for additional information or documentary material from any such Government Regulatory Entity with respect to the First Stage Acquisition and the Second Stage AcquisitionTransactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as applicable, and to supply as promptly 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 appropriate 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 Authorities any information and documentary material that Regulatory Entities as may be reasonably requested pursuant 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 Investment Canada Act 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 I-39 40 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 parties further agree that the pendency of any such renewal application or applications, or the Competition Actfact that the FCC grant of any renewal application shall not have become a Final Order, shall not be a cause for delaying the Closing. The Buyer will pay all fees or make other payments 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 Governmental Authority in order to obtain any such authorizations, consents, orders or approvalsrenewal application becomes a Final Order. 6.15.

Regulatory and Other Authorizations. (a) The Seller Company, Parent and the Buyer will (i) Merger Sub shall use their reasonable best efforts (a) to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement, including the consents set forth in Schedule 4.4, (or to cause b) consummate and make effective the Company to obtaintransactions contemplated by this Agreement and (c) as promptly as reasonably practicable practicable, make all authorizations, consents, orders, actions and approvalsnecessary filings, and thereafter make any other required submissions, with respect to make all filings with this Agreement and to give all notices to all Governmental Authorities the Merger and required to consummate the transactions contemplated by this Agreement, (ii) cooperate fully with the other party hereto in promptly seeking to obtain all such authorizations, consents, orders, actions and approvals and to make all such filings and give such notices and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection therewithunder applicable law. Each party hereto agrees to make (and, in an appropriate filing of a Pre-Merger Notification and Report Form under the case of HSR Act with respect to the Seller, to use its reasonable efforts to cause the Company to make) promptly (but in no event later than ten (10) transactions contemplated by this Agreement within five Business Days after the Signing Date or date hereof, to request early termination of the Exercise Notice Date, as applicable) any required filings with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, pursuant to the HSR Act applicable waiting period and to supply (and, in the case of the Seller, to use its reasonable efforts to cause the Company to supply) as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the HSR Act. The Buyer hereto agrees to make as promptly as reasonably practicable (taking into account, in particular, the legitimate interest of the Buyer and the Seller in carrying out adequate pre-notification) following the Signing Date or the Exercise Notice Date, as applicable, its filing(s) required to be made with member states of the European Community in which such filing(s) are required and with the United Kingdom Office of Fair Trading (in the event that the United Kingdom Office of Fair Trading claims jurisdiction to review the transaction) and with the European Commission, as applicable, and to supply as promptly as reasonably practicable to the European Commission or any such member states any additional information and documentary material that may be reasonably requestedrequested pursuant to the HSR Act. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals and shall promptly respond to any requests for additional information from any Governmental Authority or other third party in respect thereof. Each party hereto of Parent and Merger Sub hereby covenants and agrees to make (or, in the case of the Seller, to use its reasonable best efforts to cause secure termination of any waiting periods under the Company HSR Act or any other applicable law and to makeobtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) promptly following the Signing Date or the Exercise Notice Dateany other Governmental Authority, as applicable, its filing(s), if applicable, under for the Investment Canada Act Merger and the Competition Act other transactions contemplated hereby, including promptly entering into a consent decree or other arrangement with respect to the First Stage Acquisition and the Second Stage AcquisitionFTC, DOJ or other Governmental Authority as applicable, and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant necessary to the Investment Canada Act secure termination of such waiting periods or the Competition Act. The Buyer will pay all fees or make other payments obtain such approval as may be necessary to any Governmental Authority in order to obtain any secure such authorizations, consents, orders or approvalstermination.

Regulatory and Other Authorizations. (a) The Seller Subject to the other provisions of this Agreement, including in this Section 7.04, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or desirable under Applicable Law to consummate the Buyer Transactions and to cause the conditions to the First Step Closing and, following the Exercise Notice Date, the Second Step Closing to be satisfied as promptly as reasonably practicable. In furtherance and not in limitation of the foregoing, the Parties will (i) (A) with respect to the First Step Closing, use their reasonable best efforts to obtain (or to cause the Company to obtain) as promptly as reasonably practicable all authorizations, consents, orders, actions and approvalsConsents from, and to make all filings with and to give all notices to, all Governmental Authorities required pursuant to the HSR Act and in Germany under Chapter VII of the Act against Restraints of Competition of 1958, as currently amended, and (B) with respect to the Second Step Closing, use their reasonable best efforts to obtain as promptly as reasonably practicable (x) all Consents from, and to make all filings with and to give all notices to, the United States and the European Commission, if required, (y) those Consents to be identified by Buyer in the Exercise Notice, and (z) such other Consents from, and to make all filings with and to give all notices to, any other Governmental Authorities required to consummate the transactions contemplated by this AgreementSecond Step Closing, the failure of which to obtain would, individually or in the aggregate, reasonably be expected to materially and adversely impact the business of, or the economic or business benefits of the Transactions to, the Buyer or the Seller, or the Company or any of their respective Affiliates, as the case may be, (ii) cooperate fully with the other party hereto Parties in promptly seeking to obtain all such authorizations, consents, orders, actions and approvals Consents and to make all such filings and give such notices and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection therewith. Each party hereto agrees to make (and, in the case of the Seller, to use its reasonable efforts to cause the Company to make) promptly (but in no event later than ten (10) Business Days after the Signing Date or the Exercise Notice Date, as applicable) any required filings with respect Subject to the First Stage Acquisition and the Second Stage Acquisitionother provisions of this Agreement, as applicableincluding in this Section 7.04, pursuant to the HSR Act and to supply (and, in the case of the Seller, to use its reasonable efforts to cause the Company to supply) as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the HSR Act. The Buyer hereto agrees to make as promptly as reasonably practicable (taking into account, in particular, the legitimate interest of the Buyer and the Seller in carrying out adequate pre-notification) following the Signing Date or the Exercise Notice Date, as applicable, its filing(s) required to be made with member states of the European Community in which such filing(s) are required and with the United Kingdom Office of Fair Trading (in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the United Kingdom Office of Fair Trading claims jurisdiction to review the transaction) and Transactions, each Party shall cooperate with the European Commission, as applicable, other Parties and to supply as promptly as reasonably practicable to the European Commission or any such member states any additional information and documentary material that may be reasonably requested. Each party hereto agrees to make (or, in the case of the Seller, to shall use its reasonable best efforts to cause the Company to make) promptly following the Signing Date contest and resist any such action or the Exercise Notice Date, as applicable, its filing(s), if applicable, under the Investment Canada Act and the Competition Act with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, proceeding and to supply as promptly as reasonably practicable to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the Investment Canada Act or the Competition Act. The Buyer will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvalsTransactions.

Regulatory and Other Authorizations. (a) The Seller and the Buyer will (i) use their reasonable best efforts to obtain (or to cause the Company Selling Subsidiaries or Companies to obtain) as promptly as reasonably practicable all authorizations, consents, orders, actions and approvals, and to make all filings with and to give all notices to all Governmental Authorities required to consummate the transactions contemplated by this Agreement, (ii) cooperate fully with the other party hereto in promptly seeking to obtain all such authorizations, consents, orders, actions and approvals and to make all such filings and give such notices and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection therewith. Each party hereto agrees to make (and, in the case of the Seller, to use its reasonable efforts to cause the Company to make) promptly (but in no event later than ten (10) Business Days after the Signing Date or the Exercise Notice Date, as applicable) any required filings with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, its filing pursuant to the HSR Act and to supply (and, in the case of the Seller, to use its reasonable efforts to cause the Company to supply) as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the HSR Act. The Buyer hereto agrees to make as promptly as reasonably practicable (taking into account, in particular, the legitimate interest of the Buyer and the Seller in carrying out adequate pre-notification) following the Signing Date or the Exercise Notice Date, as applicable, its filing(s) filing required to be made with member states of the European Community in which such filing(s) are required and Commission and/or any relevant member state with respect to the United Kingdom Office of Fair Trading (in the event that the United Kingdom Office of Fair Trading claims jurisdiction to review the transaction) and with the European Commission, as applicable, transactions contemplated by this Agreement and to supply as promptly as reasonably practicable to the European Commission or and/or any such relevant member states state any additional information and documentary material that may be reasonably requested. Each party The Buyer hereto agrees to make (or, in the case of the Seller, to use as promptly as practicable its reasonable efforts to cause the Company to make) promptly following the Signing Date or the Exercise Notice Date, as applicable, its filing(s), if applicable, filing under the Investment Canada Act and the Mexico’s Competition Act with respect to the First Stage Acquisition and the Second Stage Acquisition, as applicable, and to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested pursuant to the Investment Canada Act or the Mexico’s Competition Act. The Buyer hereto agrees to make as promptly as practicable its filings in the jurisdictions set forth on Schedule 4.19 or Schedule 5.3 and to supply as promptly as practicable to the appropriate Governmental Authorities any information and documentary material that may be reasonably requested in connection therewith. The Buyer agrees to file promptly (but in no event later than twenty (20) Business Days after the Signing Date) a Form A with the New York Department pursuant to the New York Insurance Law and related regulations and shall use its best efforts to obtain approval for the transactions contemplated hereby from the New York Department. The Buyer will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.