Common use of Agreement to Cooperate Clause in Contracts

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall Parties will use commercially reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, Merger and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of make effective the Transactions, including, in all cases, without limitation including using its commercially reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the extent provided conditions applicable to it set forth in Section 6.1(a), 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrationsregistration, filings and submissions (including without limitation the Registration Statement, other filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Securities Act or the HSR Act and all filings necessary for ATS to own any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act. (vb) Each of the Parties agrees to take such actions as may be necessary to obtain any Governmental Authorizations legally required for the consummation of the Merger and the Transactions, including the making of any Governmental Filings, publications and requests for extensions and waivers. (c) The Company will use commercially reasonable efforts on or prior to the Public Offering Closing Date (i) to obtain the satisfaction of the conditions specified in Article 6Sections 7.1 and 7.2; (ii) if requested by VIALOG, including without limitation to seek the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except consents (to the extent otherwise required by required) to the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing continued existence in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 its then-stated terms of all long-term debt of each of the Meridian Disclosure Schedule, Company and each of its Subsidiaries; and (iiiii) to attempt to cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.those key employees of

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the TransactionsMerger, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing anything which could impede or impair the consummation of the Merger or the consummation of the other Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions Merger by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation limitation, if required, filings within five (5) business days of the date of this Agreement under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS ATSI to own and operate the Meridian Gearon Assets and conduct the Meridian Gearon Business), (iv) to lift any injunction or other legal bar to the Transactions Merger (and, in such case, to proceed with the Transactions Merger as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 68, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing preparation of all Tax Returns, questionnaires, applications, applications or other documents regarding any real property transfer Taxes or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and or other fees, and any similar Taxes fees which become payable in connection with the Transactions Merger that are required or permitted to be filed on or before the Closing Date. (c) Meridian Gearon shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its Gearon or ATS' independent accountants prepare audited financial statements for the Meridian Business Gearon described in Section 6.2(g8.2(g). Gearon and the Gearon Stockholder, jointly and severally, represent and warrant that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with the Gearon Financial Statements and will present fairly the financial condition, results of operation and cash flow of Gearon. Without limiting the generality of the foregoing, Meridian Gearon agrees that after the Closing Date it will (xi) consent to the use of such audited financial statements in any registration registration, proxy or information statement or other document filed by ATS or any Affiliate of ATS its Affiliates under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS' or Gearon's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Exchange and make effective the other Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Exchange or the making effective of the other Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Exchange and the other Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the extent provided condition applicable to it set forth in Section 6.1(a6.1(b), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS EZ and Evergreen to own and operate the Meridian Assets Evergreen Stations and conduct the Meridian BusinessEZ Stations, respectively), (iv) to lift any injunction or other legal bar to the Exchange or any of the other Transactions (and, in such case, to proceed with the Exchange and the other Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party. Without limiting the generality of the foregoing, without the payment parties acknowledge and agree that the assignment of any amounts, except the FCC Licenses as contemplated by this Agreement is subject to the extent prior consent and approval of the FCC. Within twenty (20) days following the execution and delivery of this Agreement, Evergreen and EZ shall file with the FCC appropriate applications for FCC Consents, which applications shall not contain any request for waiver of the FCC's multiple ownership rules; provided, however, that (i) EZ may file a separate application with the FCC seeking reassignment of the Extra Charlotte Station from the Charlotte Trustee to any EZ Party or Affiliate of an EZ Party (or, if not theretofore assigned, seeking retention of such Station) which application may request a waiver of the Commission's multiple ownership rules and (ii) Evergreen may file a separate application with the FCC seeking reassignment of the Extra Philadelphia Station from the Philadelphia Trustee to any Evergreen Party or Affiliate of an Evergreen Party (or, if not theretofore assigned, seeking retention of such Station) which application may request a waiver of the Commission's multiple ownership rules; provided further, however, that no such application shall be filed or prosecuted in a manner that materially delays the grant of the applications seeking the FCC Consents. The parties shall prosecute said applications with all reasonable diligence and otherwise required by use reasonable business efforts to obtain the grant of FCC Consents to such applications as expeditiously as practicable. If the FCC Consents, or any of them, imposes any condition on either party hereto (or, in the case of EZ, American or any of its Subsidiaries), such party shall use reasonable business efforts to comply with such condition unless compliance would have a Material Adverse Effect upon it. If reconsideration or judicial review is sought with respect to any FCC Consent, Evergreen and EZ shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be construed to limit any party's right to terminate this Agreement pursuant to the provisions of Section 7.1). Notwithstanding anything in this AgreementAgreement to the contrary, the Exchange is expressly conditioned upon the grant of the Final Order as to the FCC Consents for the transfer of the FCC Licenses for the Stations without any condition which would have a Materially Adverse Effect upon the party acquiring such Stations, it being understood that the imposition of any condition requiring (a) any Evergreen Party (or any Affiliate thereof) to divest its interest in any radio station in the Philadelphia, Pennsylvania market or to otherwise take any action to comply with Section 73.3555(a) of the FCC rules shall not be deemed to have a Materially Adverse Effect upon the Evergreen Parties, or (b) any EZ Party (including American and its Subsidiaries) to divest their interest in any radio station in the Charlotte, North Carolina market or to otherwise take any action to comply with Section 73.3555(a) of the FCC rules shall not be deemed to have a Materially Adverse Effect upon the EZ Parties. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require any EZ Party or any Evergreen Party to divest any asset to obtain termination of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act waiting period or to avoid or settle litigation initiated by any antitrust enforcement Authority seeking to block the transactions contemplated by this Agreement (unless such divesture is necessary to comply with the multiple ownership rules or policies of the FCC). (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Exchange and the other Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian Evergreen shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATSEZ, and at ATSEZ's expense, in order to enable ATS EZ to have its Evergreen and EZ's or Evergreen's independent accountants prepare audited financial statements for the Meridian Business Evergreen Stations described in Section 6.2(g6.2(f). Evergreen represents and warrants that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with past practices, will be true, correct and complete, and will present fairly the financial condition and results of operation of the Evergreen Stations described in Section 6.2(f). Without limiting the generality of the foregoing, Meridian Evergreen agrees that after the Closing Date it will (xi) consent to the use of such audited financial statements in any registration statement or other document filed by ATS EZ (or American or any Affiliate of ATS either of their Affiliates) under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATSEZ's or Evergreen's independent accountants may reasonably request under the circumstances; provided. EZ shall cooperate and use its reasonable business efforts to cause its independent accountants to reasonably cooperate with Evergreen, howeverand at Evergreen's expense, in order to enable Evergreen to have EZ and Evergreen's or EZ's independent accountants prepare audited and unaudited financial statements for the EZ Stations described in Section 6.3(f). EZ represents and warrants that as such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with past practices, will be true, correct and complete, and will present fairly the financial condition precedent and results of operation of the EZ Stations described in Section 6.3(f), subject, in the case of the unaudited financial statements, to normal year-end adjustments and accruals. Without limiting the generality of the foregoing, EZ agrees that it will (i) consent to the use of such audited financial statements in any registration statement or other document filed by Evergreen (or any Affiliate of ATSits Affiliates) under the Securities Act or the Exchange Act and (ii) execute and deliver, and cause its officers to execute and deliver, such Affiliate "representation" letters as are customarily delivered in connection with audits and as Evergreen's or EZ's independent accountants may reasonably request under the circumstances. (d) The parties acknowledge and agree that the parties intend, if appropriate at the time the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act waiting period has expired or been terminated, to execute and deliver a time brokerage agreement with respect to (i) each of the EZ Stations substantially on the terms contemplated by that certain letter of intent, dated August 27, 1996 between EZ and Evergreen Parent (the "Letter of Intent") (the "EZ Stations TBA"), and (ii) each of the Evergreen Stations substantially on the terms contemplated by the Letter of Intent (the "Evergreen Stations TBA"). Anything in this Agreement to the contrary notwithstanding, including without limitation any provision of Articles 3 and 4 and Sections 6.2 and 6.3, (i) Evergreen shall execute an indemnification agreementnot be liable in any respect to the extent any of the representations and warranties contained in Article 3, and none of the EZ Parties shall be liable in form any respect to the extent any of the representations and content reasonably acceptable warranties contained in Article 4, are not true and correct in any Material respect on and as of the Closing Date due solely to Meridian's counselthe existence and operation of the Evergreen Stations TBA (in the case of the Evergreen Parties) and the EZ Stations TBA (in the case of the EZ Parties), respectively, (ii) the conditions set forth in Sections 6.2(c), 6.2(e), 6.3(c) and 6.3(e) shall not be deemed to be not satisfied as a result of any action or failure to act of any EZ Party pursuant to which such Affiliate agrees the provisions of the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, and of any Evergreen Party pursuant to indemnify Meridian the provisions of the EZ Stations TBA, respectively, and related parties from liability arising from (iii) the use certificates to be delivered to EZ and Evergreen pursuant to the provisions of Section 6.2(c) and 6.3(c), respectively, shall not be required to address any of such statements representations and warranties that are not true and correct in any material respect on and as of the same terms and subject Closing Date due to the same conditions as ATS so agrees in Section 8.2(e)(ii) existence and operation of this Agreementsuch agreements.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other partyany material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino Act and all filings necessary for ATS to own and operate the Meridian an▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇blo Assets and conduct the Meridian Diablo Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall Diablo shall, at ATS' expense, cooperate and use its reasonable business efforts to (i) prepare balance sheets and its financial statements of income (loss) and cash flow for eleven month the period ended November 30December 31, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Diablo Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian Diablo agrees that after the Closing Date it will (x) if required by the Securities Act or the Exchange Act, consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) if reasonably requested by ATS' independent accountants, execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the comparable circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other partyany material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Diablo Assets and conduct the Meridian Diablo Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall Diablo shall, at ATS' expense, cooperate and use its reasonable business efforts to (i) prepare balance sheets and its financial statements of income (loss) and cash flow for eleven month the period ended November 30December 31, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Diablo Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian Diablo agrees that after the Closing Date it will (x) if required by the Securities Act or the Exchange Act, consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) if reasonably requested by ATS' independent accountants, execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the comparable circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause causing to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation limitation, using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Seller Assets and conduct the Meridian Seller Business) (the parties agreeing to use commercially reasonable efforts to make all required filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act within sixty (60) days after the date hereof, each such filing to request early termination), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian Seller shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Seller Business described in Section 6.2(g). Seller represents and warrants that any such financial statements will be true, accurate and complete in all material respects, and will fairly present the financial condition and results of operation of the Company on the basis therein stated, as of the respective dates thereof and for the respective periods covered thereby. Without limiting the generality of the foregoing, Meridian Seller agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under any applicable federal or state securities Law the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's ' independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

Agreement to Cooperate. (a) Subject Upon the terms and subject to the provisions of Section 9.16conditions set forth in this Agreement, each of the parties hereto shall use reasonable business best efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the TransactionsMerger and the Tower Merger or Tower Disposition, as the case may be, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the TransactionsMerger and the Tower Merger or Tower Distribution, as the case may be, including, in all cases, without limitation using its reasonable business best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions Merger by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business)submissions, (iv) to defend any suit, action or proceeding, whether judicial or administrative, challenging the Merger or any of the transactions contemplated by the Merger Agreement, including seeking to lift any injunction or other legal bar to the Transactions Merger (and, in such case, to proceed with the Transactions Merger as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 67, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date securing of all agreements authorizations, consents, waivers, modifications, order or approvals referred to in Sections 7.1(b) and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement7.1(d). (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees the parties acknowledge and agree that after the Closing Date it will transfer of control of the American FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. Within twenty (x20) business days following the date of this Agreement, American and Mergeparty shall file with the FCC appropriate applications requesting the FCC's written consent to the transfer of control of the American FCC Licenses pursuant to this Agreement and have caused all necessary persons to join in one or more such applications filed with the FCC (the "Applications"). American and Mergeparty will use their best efforts to take such steps as may be necessary (i) diligently to prosecute the Applications and to prepare and file any further Applications or amendments as may be necessary to obtain the consent for the transfer of control to Mergeparty of the licenses held by the American Brokered Stations to be acquired by American and (ii) to obtain the FCC Consents, including action by Mergeparty, at its sole cost and expense (except as provided elsewhere in this Agreement), to satisfy or cause to be removed all Divestiture Conditions, if any. The failure by American or Mergeparty to use its best efforts to timely file or diligently prosecute its portion of any Application or, in the case of Mergeparty, the failure to use its best efforts to make any Required Divestiture or otherwise satisfy or cause to be removed all Divestiture Conditions on or before the Termination Date, shall be a material breach by American or Mergeparty, as the case may be, of this Agreement. American agrees that any delay in prosecuting the Applications or obtaining the FCC Consents resulting from Mergeparty's good faith negotiations, subject to Applicable Law, with the FCC, Antitrust Division or FTC with respect to the imposition of a Divestiture Condition shall not constitute a failure by Mergeparty to use its best efforts diligently to prosecute the Applications or obtain the FCC Consents and so long as such audited financial statements negotiations do not interfere with satisfaction of all conditions to Closing prior to the Termination Date. If reconsideration or judicial review is sought with respect to any FCC Consent, American and Mergeparty shall (promptly and with all due efforts) oppose such efforts to obtain reconsideration or judicial review. (c) Without limiting the generality of Section 6.2(a), the parties undertake and agree to file as soon as practicable after the date hereof, and in any registration statement or other document filed by ATS or any Affiliate of ATS event within ten (10) business days hereof, a Notification and Report Form under the Securities Act Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of the parties shall (i) use its best efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, Antitrust Division for additional information and documents and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request not extend any waiting period under the circumstancesHart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto; provided, however, that nothing shall limit the ability of Mergeparty to extend the 20-day waiting period under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ following substantial compliance with any request for additional information that may be forthcoming, if such extension is reasonably necessary to allow the continuation of good-faith negotiations intended to remove any objection to the transaction that the FTC or Antitrust Division may have asserted, and if such extension will expire not less than 30 days prior to the Termination Date. (d) Anything in this Agreement, including without limitation Section 6.2(b), to the contrary notwithstanding, Mergeparty shall obtain the FCC Consents and clearances under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ and the grant of any waivers in connection therewith prior to the Termination Date in accordance with this Agreement unless the failure to obtain such FCC Consents, clearances and waivers is primarily the result of one or more Uncontrollable Events. For purposes of this Agreement, the term "Uncontrollable Events" shall mean (i) acts or omissions on the part of American or any of its Subsidiaries in conducting its respective operations other than those relating to the number of American FCC Licenses or amount of revenues in a particular market, (ii) an unremedied or unwaived material breach by American of its obligations under this Agreement, or (iii) any change in or enactment of Applicable Law by Congress and signed by the President and which (A) has the effect of decreasing the number of radio licenses which a Person may own nationally or locally or (B) materially and adversely relates to the concentration of radio licenses which a Person may own in a market, and as a condition precedent result of the change or enactment referred to in either clause (A) or (B) above, Mergeparty's performance of its obligations under this Agreement would have a Material Adverse Effect on Mergeparty's radio and television broadcasting business. Mergeparty shall file with the use FCC, within sufficient time to permit timely grant of such audited financial statements by any Affiliate of ATSthe Applications, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable applications for consent to Meridian's counselassign or transfer, pursuant to which trust arrangements satisfying the FCC's local multiple ownership rules and policies, such Affiliate agrees to indemnify Meridian radio broadcast stations as Mergeparty may designate, so that the radio broadcast stations of Mergeparty and related parties from liability arising from American not designated for such trust arrangements may be held by the use of such statements on Surviving Corporation in compliance with the same terms FCC's local multiple ownership rules and subject policies. Mergeparty shall, to the same conditions as ATS so agrees extent necessary to obtain grant of the trust applications, thereafter promptly file or cause to be filed any further applications (including applications to assign radio broadcast stations to third party purchasers for value) that may be required by the FCC. Notwithstanding the two preceding sentences, with regard to stations located in Section 8.2(e)(ii) the San Jose ▇▇▇ket, the obligations of this AgreementMergeparty to submit trust or sale applications shall be excused for such stations to the extent and for the duration of the period that Mergeparty is unable to identify the stations to be placed in trust or sold because of the failure of American to notify Mergeparty of the resolution of the Antitrust Division impediment impacting the American transactions pending in the San Jose ▇▇▇ket.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the TransactionsMerger according to the terms and subject to the conditions hereof, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing anything which could impede or impair the consummation of the TransactionsMerger according to the terms and subject to the conditions hereof or the consummation of the other Transactions according to the terms and subject to the conditions hereof, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions Merger by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation limitation, if required, filings within ten (10) business days of the date of this Agreement under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian ATC Assets and conduct the Meridian ATC Business), (iv) to lift any injunction or other legal bar to the Transactions Merger (and, in such case, to proceed with the Transactions Merger as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 67, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date (other than those that speak as of a specific date which need only be true and correct as of such date) of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian ATC shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its ATC's or ATS' independent accountants prepare audited financial statements for the Meridian Business ATC described in Section 6.2(g7.2(d). ATC will use its reasonable business efforts to ensure that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with the ATC Financial Statements and will present fairly in all material respects the financial condition, results of operation and cash flow of ATC. Without limiting the generality of the foregoing, Meridian ATC agrees that after the Closing Date it will (xi) consent to the use of such audited financial statements in any registration registration, proxy or information statement or other document filed by ATS or any Affiliate of ATS its Affiliates under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS' or ATC's independent accountants may reasonably request under the circumstances; provided. (c) Without limiting the generality of the foregoing, however, that as a condition precedent to promptly as practicable after the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) execution of this Agreement, ATS and ATC shall, at the written request of the other made from time to time within thirty (30) days of the date of this Agreement, deliver or cause to be delivered to ATC or ATS, as the case may be, copies of (i) all title report and title insurance and (ii) Phase I environmental site assessment reports or other environmental reports or studies in their possession with respect to real property owned or leased by such party. Each of ATS and ATC (an "investigating party") may at its own cost and expense obtain, and deliver to the other party (the "owning party") full and complete copies of, preliminary title reports and/or Phase I environmental site assessment reports (or other environmental reports or studies) with respect to any real property owned or leased by the owning party (i) which is not covered by a title or environmental report delivered to the investigating party or (ii) with respect to which the title or environment report so furnished, in the reasonable business judgment of the investigating party, raises questions of (x) defects in title, in the case of title reports, or (y) potential liability, in the case of Phase I environmental site assessment reports (or other environmental reports or studies) which, in the case of title defects or potential liability has had or could reasonably be expected to have a Material Adverse Effect on the owning or leasing party. Site assessments shall be conducted by such consultants and professionals as ATS and ATC shall mutually agree and shall be arranged at times mutually convenient to the parties. Each of ATC and ATS shall be entitled to have representatives present at the time such site assessments are conducted, and to have copies of all correspondence with any environmental company conducting the site assessment pursuant to the provisions of this Section. (d) ATC agrees that prior to the Closing Date it will not make or permit to be made any change affecting any bank, trust company, savings and loan association, brokerage firm or safe deposit box or in the names of the Persons authorized to draw thereon, to have access thereto or to authorize transactions therein or in such powers of attorney, or open any additional accounts or boxes or grant any additional powers of attorney, without in each case notifying ATS in writing on or prior to the Closing Date.

Agreement to Cooperate. (a) Subject Upon the terms and subject to the provisions of Section 9.16conditions set forth in this Agreement, each of the parties hereto shall use reasonable business best efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, Merger and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the TransactionsMerger, including, in all cases, without limitation using its reasonable business best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions Merger by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business)submissions, (iv) to defend any suit, action or proceeding, whether judicial or administrative, challenging the Merger or any of the transactions contemplated by the Merger Agreement, including seeking to lift any injunction or other legal bar to the Transactions Merger (and, in such case, to proceed with the Transactions Merger as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 67, including without limitation the truth securing of all authorizations, consents, waivers, modifications, order or approvals referred to in Sections 7.1(b) and correctness as 7.1(d) and, without limiting the generality of the Closing Date as if made on foregoing, and as notwithstanding any provision contained in this Agreement to the contrary, including without limitation the last sentence of Section 6.10, American shall not, and shall not permit any Tower Subsidiary to, take any action or enter into any agreement, plan or arrangement to take any action (a "Prohibited Transaction") which could reasonably be expected to materially delay the date of the Closing Date American Stockholders Meeting or the Effective Time (it being understood that any delay in excess of the representations and warranties of such party and the performance and satisfaction fifteen (15) business days which would arise as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment a result of any amounts, except such action shall be deemed "material" for purposes hereof). American hereby agrees to the extent otherwise required by the provisions provide Mergeparty with prior written notification of this Agreementany proposed action which could reasonably be expected to constitute a Prohibited Transaction. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees the parties acknowledge and agree that after the Closing Date it will (x) transfer of control of the American FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. American and Mergeparty acknowledge that they have heretofore filed with the FCC appropriate applications requesting the FCC's written consent to the transfer of control of the American FCC Licenses pursuant to this Agreement and have caused all necessary persons to join in one or more such applications filed with the FCC (the "Applications"). American and Mergeparty will use their best efforts to take such steps as may be necessary (i) diligently to prosecute the Applications and to prepare and file any further Applications or amendments as may be necessary to obtain the consent for the transfer of control to Mergeparty of the licenses held by the American Brokered Stations to be acquired by American and (ii) to obtain the FCC Consents, including action by Mergeparty, at its sole cost and expense (except as provided elsewhere in this Agreement), to satisfy or cause to be removed all Divestiture Conditions, if any. The failure by American or Mergeparty to use its best efforts to timely file or diligently prosecute its portion of any Application or, in the case of Mergeparty, the failure to use its best efforts to make any Required Divestiture or otherwise satisfy or cause to be removed all Divestiture Conditions on or before the Termination Date, shall be a material breach by American or Mergeparty, as the case may be, of this Agreement. American agrees that any delay in prosecuting the Applications or obtaining the FCC Consents resulting from Mergeparty's good faith negotiations, subject to Applicable Law, with the FCC, Antitrust Division or FTC with respect to the imposition of a Divestiture Condition shall not constitute a failure by Mergeparty to use its best efforts diligently to prosecute the Applications or obtain the FCC Consents and so long as such audited financial statements negotiations do not interfere with satisfaction of all conditions to Closing prior to the Termination Date. If reconsideration or judicial review is sought with respect to any FCC Consent, American and Mergeparty shall (promptly and with all due efforts) oppose such efforts to obtain reconsideration or judicial review. (c) Without limiting the generality of Section 6.2(a), the parties undertake and agree to file as soon as practicable after the date hereof, and in any registration statement or other document filed by ATS or any Affiliate of ATS event within sufficient time to be able to consummate the Merger prior to the Termination Date, a Notification and Report Form under the Securities Act Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of the parties shall (i) use its best efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, Antitrust Division for additional information and documents and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request not extend any waiting period under the circumstancesHart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto; provided, however, that nothing shall limit the ability of Mergeparty to extend the 20-day waiting period under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ following substantial compliance with any request for additional information that may be forthcoming, if such extension is reasonably necessary to allow the continuation of good-faith negotiations intended to remove any objection to the transaction that the FTC or Antitrust Division may have asserted, and if such extension will expire not less than 30 days prior to the Termination Date. (d) Anything in this Agreement, including without limitation Section 6.2(b), to the contrary notwithstanding, Mergeparty shall obtain the FCC Consents and clearances under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ and the grant of any waivers in connection therewith prior to the Termination Date in accordance with this Agreement unless the failure to obtain such FCC Consents, clearances and waivers is primarily the result of one or more Uncontrollable Events. For purposes of this Agreement, the term "Uncontrollable Events" shall mean (i) acts or omissions on the part of American or any of its Subsidiaries in conducting its respective operations other than those relating to the number of American FCC Licenses or amount of revenues in a particular market, (ii) an unremedied or unwaived material breach by American of its obligations under this Agreement, or (iii) any change in or enactment of Applicable Law by Congress and signed by the President and which (A) has the effect of decreasing the number of radio licenses which a Person may own nationally or locally or (B) materially and adversely relates to the concentration of radio licenses which a Person may own in a market, and as a condition precedent result of the change or enactment referred to in either clause (A) or (B) above, Mergeparty's performance of its obligations under this Agreement would have a Material Adverse Effect on Mergeparty's radio and television broadcasting business. Mergeparty shall file with the use FCC, within sufficient time to permit timely grant of such audited financial statements by any Affiliate of ATSthe Applications, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable applications for consent to Meridian's counselassign or transfer, pursuant to which trust arrangements satisfying the FCC's local multiple ownership rules and policies, such Affiliate agrees to indemnify Meridian radio broadcast stations as Mergeparty may designate, so that the radio broadcast stations of Mergeparty and related parties from liability arising from American not designated for such trust arrangements may be held by the use of such statements on Surviving Corporation in compliance with the same terms FCC's local multiple ownership rules and subject policies. Mergeparty shall, to the same conditions as ATS so agrees extent necessary to obtain grant of the trust applications, thereafter promptly file or cause to be filed any further applications (including applications to assign radio broadcast stations to third party purchasers for value) that may be required by the FCC. Notwithstanding the two preceding sentences, with regard to stations located in Section 8.2(e)(ii) the San Jose ▇▇▇ket, the obligations of this AgreementMergeparty to submit trust or sale applications shall be excused for such stations to the extent and for the duration of the period that Mergeparty is unable to identify the stations to be placed in trust or sold because of the failure of American to notify Mergeparty of the resolution of the Antitrust Division impediment impacting the American transactions pending in the San Jose ▇▇▇ket.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause causing to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation limitation, using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino Act and all filings necessary for ATS to own and operate the Meridian o▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Assets and conduct the Meridian Seller Business) (the parties agreeing to use commercially reasonable efforts to make all required filings under the Hart-Scott-Rodino Act within sixty (60) days after the date hereof, ▇▇▇▇ ▇▇▇▇ ▇▇▇ing to request early termination), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian Seller shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Seller Business described in Section 6.2(g). Seller represents and warrants that any such financial statements will be true, accurate and complete in all material respects, and will fairly present the financial condition and results of operation of the Company on the basis therein stated, as of the respective dates thereof and for the respective periods covered thereby. Without limiting the generality of the foregoing, Meridian Seller agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under any applicable federal or state securities Law the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's ' independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16terms and conditions herein provided, each of the parties hereto shall cooperate and use reasonable business their respective best efforts promptly (x) to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law applicable laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation including using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvalsapprovals and SEC "no-action" letters, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Transactions Merger (and, in such case, to proceed with the Transactions Merger as expeditiously as possible), subject, however, to obtaining the Required Statutory Approvals, the Company Stockholders' Approval and (v) the HDG Stockholders' Approval; and provided, however, that nothing in this Section 7.5 shall affect any responsibility or obligation specifically allocated to obtain any party in this Agreement. A7.6 CORRECTIONS TO THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENTS. Prior to the satisfaction earlier of the conditions specified Termination Date or the Effective Time, HDG shall promptly correct any information provided by it to be used specifically in Article 6the Registration Statement, including without limitation the truth and correctness as of Proxy Statement/Prospectus, the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party SB-2 Amendment and the performance J&L Registration Statement that shall have become false or misleading in any material respect, and satisfaction as of HDG shall take all steps necessary to file with the Closing Date of all agreements SEC and conditions to be performed have declared effective or satisfied cleared by such party, without the payment of SEC any amounts, except amendment or supplement to the extent otherwise required by Registration Statement, the provisions of this Agreement. (b) The parties shall cooperate with one another in Proxy Statement/Prospectus, the preparationSB-2 Amendment and the J&L Registration Statement, execution as applicable, so as to correct the same and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with to cause appropriate dissemination thereof to the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expensestockholders HDG, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act each case to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreementapplicable law.

Agreement to Cooperate. (a) Subject Upon the terms and subject to the provisions of Section 9.16conditions set forth in this Agreement, each of the parties hereto shall use reasonable business best efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the TransactionsMerger and the Tower Merger or Tower Disposition, as the case may be, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the TransactionsMerger and the Tower Merger or Tower Distribution, as the case may be, including, in all cases, without limitation using its reasonable business best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions Merger by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business)submissions, (iv) to defend any suit, action or proceeding, whether judicial or administrative, challenging the Merger or any of the transactions contemplated by the Merger Agreement, including seeking to lift any injunction or other legal bar to the Transactions Merger (and, in such case, to proceed with the Transactions Merger as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 67, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date securing of all agreements authorizations, consents, waivers, modifications, order or approvals referred to in Sections 7.1(b) and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement7.1(d). (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees the parties acknowledge and agree that after the Closing Date it will transfer of control of the American FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. Within twenty (x20) business days following the date of this Agreement, American and Mergeparty shall file with the FCC appropriate applications requesting the FCC's written consent to the transfer of control of the American FCC Licenses pursuant to this Agreement and have caused all necessary persons to join in one or more such applications filed with the FCC (the "Applications"). American and Mergeparty will use their best efforts to take such steps as may be necessary (i) diligently to prosecute the Applications and to prepare and file any further Applications or amendments as may be necessary to obtain the consent for the transfer of control to Mergeparty of the licenses held by the American Brokered Stations to be acquired by American and (ii) to obtain the FCC Consents, including action by Mergeparty, at its sole cost and expense (except as provided elsewhere in this Agreement), to satisfy or cause to be removed all Divestiture Conditions, if any. The failure by American or Mergeparty to use its best efforts to timely file or diligently prosecute its portion of any Application or, in the case of Mergeparty, the failure to use its best efforts to make any Required Divestiture or otherwise satisfy or cause to be removed all Divestiture Conditions on or before the Termination Date, shall be a material breach by American or Mergeparty, as the case may be, of this Agreement. American agrees that any delay in prosecuting the Applications or obtaining the FCC Consents resulting from Mergeparty's good faith negotiations, subject to Applicable Law, with the FCC, Antitrust Division or FTC with respect to the imposition of a Divestiture Condition shall not constitute a failure by Mergeparty to use its best efforts diligently to prosecute the Applications or obtain the FCC Consents and so long as such audited financial statements negotiations do not interfere with satisfaction of all conditions to Closing prior to the Termination Date. If reconsideration or judicial review is sought with respect to any FCC Consent, American and Mergeparty shall (promptly and with all due efforts) oppose such efforts to obtain reconsideration or judicial review. (c) Without limiting the generality of Section 6.2(a), the parties undertake and agree to file as soon as practicable after the date hereof, and in any registration statement or other document filed by ATS or any Affiliate of ATS event within ten (10) business days hereof, a Notification and Report Form under the Securities Hart-Scott-Rodino Act with the Federal Trade Commission (the "FTC") ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇st Division of the Department of Justice (the "Antitrust Division"). Each of the parties shall (i) use its best efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, Antitrust Division for additional information and documents and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request not extend any waiting period under the circumstancesHart- Scott-Rodino Ac▇ ▇▇ enter into any agreement with the FTC or the ▇▇▇▇▇▇▇▇▇ ▇ivision not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto; provided, however, that nothing shall limit the ability of Mergeparty to extend the 20-day waiting period under the Hart-Scott-Rodino Act following substantial compliance with any reque▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ information that may be forthcoming, if such extension is reasonably necessary to allow the continuation of good-faith negotiations intended to remove any objection to the transaction that the FTC or Antitrust Division may have asserted, and if such extension will expire not less than 30 days prior to the Termination Date. (d) Anything in this Agreement, including without limitation Section 6.2(b), to the contrary notwithstanding, Mergeparty shall obtain the FCC Consents and clearances under the Hart-Scott-Rodino Act and the grant of any waivers in connection ther▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇e Termination Date in accordance with this Agreement unless the failure to obtain such FCC Consents, clearances and waivers is primarily the result of one or more Uncontrollable Events. For purposes of this Agreement, the term "Uncontrollable Events" shall mean (i) acts or omissions on the part of American or any of its Subsidiaries in conducting its respective operations other than those relating to the number of American FCC Licenses or amount of revenues in a particular market, (ii) an unremedied or unwaived material breach by American of its obligations under this Agreement, or (iii) any change in or enactment of Applicable Law by Congress and signed by the President and which (A) has the effect of decreasing the number of radio licenses which a Person may own nationally or locally or (B) materially and adversely relates to the concentration of radio licenses which a Person may own in a market, and as a condition precedent result of the change or enactment referred to in either clause (A) or (B) above, Mergeparty's performance of its obligations under this Agreement would have a Material Adverse Effect on Mergeparty's radio and television broadcasting business. Mergeparty shall file with the use FCC, within sufficient time to permit timely grant of such audited financial statements by any Affiliate of ATSthe Applications, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable applications for consent to Meridian's counselassign or transfer, pursuant to which trust arrangements satisfying the FCC's local multiple ownership rules and policies, such Affiliate agrees to indemnify Meridian radio broadcast stations as Mergeparty may designate, so that the radio broadcast stations of Mergeparty and related parties from liability arising from American not designated for such trust arrangements may be held by the use of such statements on Surviving Corporation in compliance with the same terms FCC's local multiple ownership rules and subject policies. Mergeparty shall, to the same conditions as ATS so agrees extent necessary to obtain grant of the trust applications, thereafter promptly file or cause to be filed any further applications (including applications to assign radio broadcast stations to third party purchasers for value) that may be required by the FCC. Notwithstanding the two preceding sentences, with regard to stations located in Section 8.2(e)(ii) the San Jose market, the obligations of this AgreementMergeparty to submit trust or sa▇▇ ▇pplications shall be excused for such stations to the extent and for the duration of the period that Mergeparty is unable to identify the stations to be placed in trust or sold because of the failure of American to notify Mergeparty of the resolution of the Antitrust Division impediment impacting the American transactions pending in the San Jose market.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Exchange and make effective the other Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Exchange or the making effective of the other Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Exchange and the other Transactions by all such applicable Authorities, each of which must be obtained or become final Final Orders in order to satisfy the extent provided condition applicable to it set forth in Section 6.1(a6.1(c), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation limitation, if required, filings within ten (10) business days of the date of this Agreement under the Hart-Scott-Rodino Act and al▇ ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act ▇▇▇▇▇▇ary for American and all filings necessary for ATS Citicasters to own and operate the Meridian Assets Citicasters Station and conduct the Meridian BusinessAmerican Stations, respectively), (iv) to lift any injunction or other legal bar to the Exchange or any of the other Transactions (and, in such case, to proceed with the Exchange and the other Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party. Without limiting the generality of the foregoing, without the payment parties acknowledge and agree that the assignment of any amounts, except the FCC Licenses as contemplated by this Agreement is subject to the extent prior consent and approval of the FCC. Within ten (10) business days following the execution of this Agreement, Citicasters and American shall file with the FCC appropriate applications for FCC Consents. The parties shall prosecute said applications with all reasonable diligence and otherwise required by use reasonable business efforts to obtain the grant of FCC Consents to such applications as expeditiously as practicable. If the FCC Consents, or any of them, imposes any condition on either party hereto, such party shall use reasonable business efforts to comply with such condition unless compliance would have a material adverse effect upon it. If reconsideration or judicial review is sought with respect to any FCC Consent, Citicasters and American shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be construed to limit any party's right to terminate this Agreement pursuant to the provisions of Section 7.1). Notwithstanding anything in this AgreementAgreement to the contrary, the Exchange is expressly conditioned upon the grant of the Final Order as to the FCC Consents for the assignment of the FCC Licenses for the Stations without any condition which would have a materially adverse effect upon the party acquiring such Stations. (b) The parties shall cooperate with one another in the preparation, execution and filing preparation of all Tax Returns, questionnaires, applications, applications or other documents regarding any real property transfer Taxes or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and or other fees, and any similar Taxes fees which become payable in connection with the Exchange and the other Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian Citicasters shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATSAmerican, and at ATSAmerican's expense, in order to enable ATS American to have its Citicasters and Citicasters' or American's independent accountants prepare audited financial statements for the Meridian Business Citicasters Station described in Section 6.2(g6.2(d). Citicasters represents and warrants that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with past practices and will present fairly the financial condition and results of operation of the Citicasters Station. Without limiting the generality of the foregoing, Meridian Citicasters agrees that after the Closing Date it will (xi) consent to the use of such audited financial statements in any registration statement or other document filed by ATS American or any Affiliate of ATS its Affiliates under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATSAmerican's or Citicasters' independent accountants may reasonably request under the circumstances. American shall cooperate and use its reasonable business efforts to cause its independent accountants to reasonably cooperate with Citicasters, and at Citicasters' expense, in order to enable Citicasters to have American and American's or Citicasters' independent accountants prepare audited and unaudited financial statements for the American Stations described in Section 6.3(d). American represents and warrants that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with past practices and will present fairly the financial condition and results of operation of the American Stations. Without limiting the generality of the foregoing, American agrees that it will (i) consent to the use of such financial statements in any registration statement or other document filed by Citicasters (or any of its Affiliates) under the Securities Act or the Exchange Act and (ii) execute and deliver, and cause its officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as Citicasters' or American's independent accountants may reasonably request under the circumstances. (d) The parties acknowledge and agree that they will in good faith continue discussions with regard to the negotiation, execution and delivery of a time brokerage agreement pursuant to which American would time broker the Citicasters Station (the "Citicasters Station TBA"), and a time brokerage agreement pursuant to which Citicasters would time broker each of the American Stations (the "American Stations TBA"). Anything in this Agreement to the contrary notwithstanding, including without limitation any provision of Articles 3 and 4 and Sections 6.2 and 6.3, (i) Citicasters shall not be liable in any respect to the extent any of its representations and warranties contained in Article 3, and American shall not be liable in any respect to the extent any of its representations and warranties contained in Article 4, are not true and correct in any material respect on and as of the Closing Date due solely to the operation of the other party under the Citicasters Station TBA and the American Stations TBA, respectively, (ii) Citicasters and American shall not be liable in any respect to the extent any of its covenants contained in Article 5 are breached in any material respect on and as of the Closing Date due solely to the operation of the other party under the Citicasters Station TBA and the American Stations TBA, respectively, (iii) the conditions set forth in Sections 6.2(f) and 6.3(f) shall not be deemed to be not satisfied as a result of any action or failure to act of American pursuant to the provisions of the Citicasters Station TBA and of Citicasters pursuant to the provisions of the American Stations TBA, respectively, and (iv) the certificates to be delivered to American and Citicasters pursuant to the provisions of Section 6.2(c) and 6.3(c), respectively, shall not be required to address any of such representations and warranties that are not true and correct in any material respect or any of such covenants that are breached in any material respect on and as of the Closing Date due to the operation of the other party under the TBA Agreements. (e) Within thirty (30) days after the execution of this Agreement, American shall, at its expense, (i) commission a qualified title company to prepare and provide to Citicasters a preliminary title report with respect to the American Real Property (the "Preliminary Title Report"), and promptly provide a copy of the Preliminary Title Report to Citicasters, together with complete copies of all documents relating to the title exceptions referred to in the Preliminary Title Report and (ii) commission a qualified surveyor (licensed in New York) to prepare and provide to Citicasters hereto a survey ("Survey") of the American Real Property depicting the location of all title exceptions. Citicasters shall have the right to disapprove of any title exceptions or survey exceptions (whether nor not disclosed on the Preliminary Title Report) which in its reasonable business judgment have a material adverse impact on the title to the American Real Property or its intended use and shall notify American of any such disapproval within ten (10) business days after its receipt of both the Preliminary Title Report and the Survey. All title exceptions set forth in the Preliminary Title Report and any supplemental reports or updates to the Preliminary Title Report and not disapproved within the time periods provided herein shall constitute "Permitted Title Exceptions". Prior to the Closing, American shall, at its expense, remove or cause to be removed all disapproved exceptions relating to the American Real Property (the "Disapproved Matters") or, in the alternative, obtain title insurance in a form reasonably satisfactory to Citicasters insuring against the effect of such Disapproved Matters; provided, however, that as American shall not be obligated to spend more than $150,000 in its attempt to remove or insure over any such Disapproved Matters (other than monetary Liens which shall be required to be removed regardless of the amount thereof). American shall notify Citicasters within ten (10) days after receipt of the notice of Disapproved Matters whether it intends to remove the same. If American is unable to remove or endorse over any such Disapproved Matters, or if American exercises its right not to remove one or more Disapproved Matters, Citicasters may elect (i) to terminate this Agreement or (ii) to waive such Disapproved Matters (such Disapproved Matters shall then be deemed to be Permitted Title Exceptions), in which event Citicasters shall receive a credit at the Closing in the amount (up to the positive difference, if any, between (x) $150,000 and (y) the amount theretofore expended by American pursuant to the provisions of this Section 5.2(e) ) reasonably necessary to remove or endorse over the Disapproved Matters or, if the Disapproved Matters cannot be removed or endorsed over, to compensate it for the reduction in value of such American Real Property resulting from such Disapproved Matters. (f) Within thirty (30) days after the execution of this Agreement, each of American and Citicasters may, at its sole expense, commission a qualified engineering firm to conduct a Phase I environmental study of the Citicasters Real Property or the American Real Property, respectively (the study done by American on such Citicasters Real Property is hereinafter called the "American Study"; and the study done by Citicasters on the American Real Property is hereinafter called the "Citicasters Study"). If American promptly notifies Citicasters in writing that the American Study discloses a material environmental liability constituting a breach of the representations and warranties of Citicasters contained in Section 3.15 without regard to any knowledge qualifiers contained therein, Citicasters shall promptly commence remedial action at its expense to cure the condition precedent giving rise to such liability and shall use its reasonable business efforts to cure such condition prior to the Closing. If Citicasters promptly notifies American in writing that the Citicasters Study discloses a material environmental liability constituting a breach of the representations and warranties of American contained in Section 4.15 without regard to any knowledge qualifiers contained therein, American shall promptly commence remedial action at its expense to cure the condition giving rise to such liability and shall use its reasonable business efforts to cure such condition prior to the Closing. Notwithstanding the foregoing, neither American nor Citicasters shall not obligated to spend more than $150,000 in its attempt to cure such condition. If, notwithstanding the use of its reasonable business efforts, American or Citicasters is unable prior to the Closing to cure any such audited financial statements by any Affiliate of ATScondition, the party to whom the Real Property with such Affiliate shall execute an indemnification agreementmaterial environmental liability is to be conveyed may elect (i) to terminate this Agreement or (ii) to waive such environmental liability, in form which event the waiving party shall receive a credit at the Closing in the amount (up to the positive difference, if any, between (x) $150,000 and content reasonably acceptable to Meridian's counsel, (y) the amount theretofore expended by the other party pursuant to which the provisions of this Section 5.2(f) ) reasonably necessary to cure such Affiliate agrees environmental liability or, if such environmental liability cannot be cured, to indemnify Meridian and related parties from liability arising from compensate it for the use reduction in value of such statements on Real Property resulting from such environmental liability. (g) Within thirty (30) days after the same terms execution of this Agreement, each of American and Citicasters may, at its sole expense, do a study to determine, to such party's reasonable satisfaction, that services for utilities including, without limitation, water and sewer service, telephone service, electric and/or gas service and sanitary services are sufficient to service the Citicasters Real Property or the American Real Property, as the case may be, and any Real Property subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.American

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use its reasonable business best efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Exchange and make effective the other Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Exchange or the making effective of the other Transactions, including, in all cases, without limitation using its reasonable business best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Exchange and the other Transactions by all such applicable Authorities, each of which must be obtained or become final Final Orders in order to satisfy the extent provided condition applicable to it set forth in Section 6.1(a6.1(c), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings within ten (10) business days following the execution and delivery of this Agreement under the ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino Act and all filings necessary for ATS the American Parties and the EXCL Parties to own and operate the Meridian Assets EXCL Stations and conduct the Meridian BusinessAmerican Stations, respectively), (iv) to lift any injunction or other legal bar to the Exchange or any of the other Transactions (and, in such case, to proceed with the Exchange and the other Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party. Without limiting the generality of the foregoing, without the payment parties acknowledge and agree that the assignment of any amounts, except the FCC Licenses as contemplated by this Agreement is subject to the extent prior consent and approval of the FCC. The EXCL Parties and the American Parties shall (i) within ten (10) days following the execution and delivery of this Agreement, file with the FCC appropriate applications for FCC Consents, and (ii) unless the Closing has first occurred, file with the FCC on a timely basis applications for the renewal of the FCC Licenses for their respective Stations. The parties shall prosecute all of such applications with all reasonable diligence and otherwise required by use its best efforts to obtain the grant of FCC Consents and, if appropriate, grant of renewal applications, as expeditiously as practicable. If the FCC Consents, or, if appropriate, the grant of renewal applications, or any of them, imposes any condition on either party hereto, such party shall use its best efforts to comply with such condition unless compliance would be unduly burdensome or would have a material adverse effect upon it. If reconsideration or judicial review is sought with respect to any FCC Consent or grant of a renewal application, EXCL and American shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be construed to limit any party's right to terminate this Agreement pursuant to the provisions of Section 7.1). Notwithstanding anything in this AgreementAgreement to the contrary, the Exchange is expressly conditioned upon the grant of the Final Order as to the FCC Consents for the assignment of the FCC Licenses for the Stations and, if appropriate, the grant of renewal applications with respect to the Stations, without any condition which could materially adversely affect the Stations being acquired by such party, other than conditions generally applicable to the radio broadcasting industry or to stations of the same class and type as the Stations. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Exchange and the other Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian The EXCL Parties shall cooperate and use its their reasonable business best efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its their independent accountants to reasonably cooperate with ATSAmerican, and at ATSAmerican's expense, in order to enable ATS American to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g)EXCL Stations for the three years ended December 31, 1996. Without limiting the generality of the foregoing, Meridian the EXCL Parties agrees that after the Closing Date it they will (xi) consent to the use of such audited financial statements in any registration statement or other document filed by ATS American (or any Affiliate of ATS its Subsidiaries) under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATSAmerican's independent accountants may reasonably request under the circumstances; provided. American shall cooperate and use its reasonable best efforts to cause its independent accountants to reasonably cooperate with the EXCL Parties. and at the EXCL Parties' expense, howeverin order to enable the EXCL Parties to have their independent accountants prepare audited financial statements for the American Stations for the three years ended December 31, 1996. Without limiting the generality of the foregoing, American agrees that as a condition precedent it will (i) consent to the use of such audited financial statements in any registration statement or other document filed by any Affiliate of ATSthe EXCL Parties (or any of their Subsidiaries) under the Securities Act or the Exchange Act and (ii) execute and deliver, and cause its directors and officers to execute and deliver, such Affiliate "representation" letters as are customarily delivered in connection with audits and as the EXCL Parties' independent accountants may reasonably request under the circumstances. (d) The parties acknowledge and agree that they intend, at the time the Hart-Scott-Rodino Act waiting period has expired or been ter▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇opriate in light of the then contemplated Closing Date, to execute and deliver a time brokerage agreement with respect to each of (i) the American Stations substantially in the form of Exhibit A-1 attached hereto and made a part hereof (the "American TBA") and (ii) the EXCL Stations substantially in the form of Exhibit A-2 attached hereto and made a part hereof (the "EXCL Stations TBA"). Anything in this Agreement to the contrary notwithstanding, including without limitation any provision of Articles 3 and 4 and Sections 6.2 and 6.3, (i) the EXCL Parties shall execute an indemnification agreementnot be liable in any respect to the extent any of their representations and warranties contained in Article 3, and the American Parties shall not be liable in form any respect to the extent any of their representations and content reasonably acceptable warranties contained in Article 4, are not true and correct in any material respect on and as of the Closing Date due to Meridian's counselany acts or omissions to act of the other party under, and following entry into, the EXCL Stations TBA and the American Stations TBA, respectively, (ii) the EXCL Parties and the American Parties shall not be liable in any respect to the extent any of their covenants contained in Article 5 are breached in any material respect on and as of the Closing Date due to any acts or omissions to act of the other party under, and following entry into, the EXCL Stations TBA and the American Stations TBA, respectively, (iii) the conditions set forth in Sections 6.2(e) and 6.3(e) shall not be deemed to be not satisfied as a result of any act or omission to act of American under, and following entry into, the EXCL Stations TBA and of the EXCL Parties under, and following entry into, the American Stations TBA, respectively, and (iv) the certificates to be delivered to American and EXCL pursuant to which the provisions of Section 6.2(c) and 6.3(c), respectively, shall not be required to address any of such Affiliate representations and warranties that are not true and correct in any material respect or any of such covenants that are breached in any material respect on and as of the Closing Date due to any act or omission to act of the other party under, and following entry into, the TBA Agreements. (e) Each of the EXCL Parties agrees to indemnify Meridian use its reasonable best efforts to take, or cause to be taken, all actions and related parties from liability arising from to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to enable American, at its expense, (i) to complete its full upgrade of KSSJ and to receive program test authority at the use full authorized facilities, and affording coverages and contours as set forth in the application for such upgrade filed by American with the FCC, a copy of such statements on which has heretofore been furnished by American to EXCL (the same terms "American KSSJ Upgrade"), and subject (ii) to file an application to upgrade the signal of KBRG and, to the same conditions as ATS extent applicable, otherwise cooperate with American to enable it to so agrees in Section 8.2(e)(ii) of this Agreementupgrade the signal.

Agreement to Cooperate. The Issuer and, after the execution of the Purchase Agreement Joinder, each Guarantor hereby jointly and severally covenant and agree with each of the Initial Purchasers as follows: (a) Subject After the Closing Date, but prior to the expiration of the Cooperation Period, the Company and the Guarantors shall, upon the request of the Representative (such notice, a “Securities Notice”): (i) use their reasonable best efforts to, within three (3) business days from the date of any request made prior to February 13, 2015 and within five (5) business days from any request made thereafter (the “Sale Date”), provide to the Initial Purchasers an updated version of the Final Offering Memorandum (including for the avoidance of doubt the final Canadian wrapper) (as so amended, supplemented or updated from time to time in accordance with the terms hereof, an “Updated Final Offering Memorandum”) in a form consistent with the Final Offering Memorandum such that (x) the Updated Final Offering Memorandum does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (y) the Updated Final Offering Memorandum (as so amended, supplemented or updated from time to time in accordance with the terms hereof) is in a form customary for a Rule 144A offering (including all financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A promulgated under the Securities Act) or that would be necessary for the Initial Purchasers to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Notes, and in the case of the annual financial statements, the auditors’ reports thereon and if requested by the Representative, to the extent reasonably practicable, any “flash” or “capsule” financial information (on an annual or quarterly basis) with respect to Multimedia Games and its subsidiaries on a stand-alone basis; provided, that in no event will the Company and the Guarantors be required to provide updated annual audited or quarterly unaudited financial statements earlier than 5 business days after the time the Company and the Guarantors are required to provide such information as described in the Final Offering Memorandum under the headings “Description of Secured Notes — Reports” and “Description of Unsecured Notes — Reports” (without giving effect to the grace period in the last paragraph of such section or the grace period in clause (4) under “Description of Secured Notes — Events of Default and Remedies” and “Description of Unsecured Notes — Events of Default and Remedies” in the Final Memorandum); (ii) in connection with an offer and resale of the Notes following such request, use commercially reasonable efforts to provide the Initial Purchasers on the Sale Date or the related settlement date mutually determined by the Company and the Representatives (the “Settlement Date”), as applicable, the following: (A) opinions and negative assurance letters, as the case may be, consistent in all relevant respects with those provided pursuant to Section 5(c) of this Agreement and dated such Settlement Date; (B) a “comfort” letter dated such Sale Date and a “bring-down” comfort letter dated such Settlement Date, with respect to the Company and its subsidiaries and the Updated Final Offering Memorandum from Deloitte & Touche LLP and BDO USA LLP and addressed to the Initial Purchasers, such comfort letter to be in the form consistent with that provided under this Agreement (as appropriately updated) and such bring-down comfort letter to be in customary form and substantially consistent with that provided for Rule 144A debt offerings; (C) an officer’s certificate dated as of such Settlement Date and consistent with the officer’s certificate delivered by the Company pursuant to Section 5(e) (provided, that references therein to Closing Date shall be to such Settlement Date); and (iii) in connection with such request, use commercially reasonable efforts to assist the Initial Purchasers in their marketing efforts for the resale of Notes during the Cooperation Period (as defined below) by, or by using commercially reasonable efforts to cause its material Subsidiaries to, (A) providing to the Initial Purchasers and their counsel all information they reasonably request to update due diligence (including by way of any conference calls) to each Sale Date and each Settlement Date and (B) reasonably cooperating with the Initial Purchasers in connection with the marketing of the Securities by (1) meeting with rating agencies, and (2) preparing of road show materials and having senior management (including the CEO and CFO to the extent the inclusion of both would not materially interfere with any day to day operations of the business) of the Company or GCA to participate in one or more meetings with prospective investors, or participating in conference calls at mutually agreeable times with prospective investors to whom the Initial Purchasers propose to resell the unsold allotment of Securities then held by them; provided, that such assistance does not unreasonably interfere with the ongoing operations of the Issuer and the Guarantors or otherwise impair, in any material respect, the ability of any officer or executive of the Issuer or any Guarantor to carry out their duties to the Issuer and the Guarantors; (iv) to the extent not previously done on or before the Closing Date, (A) use commercially reasonable efforts to (I) register or qualify the Notes under the state securities laws or blue sky laws of such U.S. jurisdictions as any Initial Purchaser reasonably requests no later than the initial Sale Date, and (II) take any and all other actions as may be reasonably necessary to enable each Initial Purchaser to consummate the disposition thereof in private transactions in such jurisdictions; provided, however, that the Company shall not be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 13, (2) consent to general service of process in any such jurisdiction, (3) make any changes to its certificate of incorporation, by-laws or other organizational document, or any agreement between it and any of its equityholders or (4) to subject itself to taxation in excess of a nominal amount in respect of doing business in any jurisdiction, (B) obtain (1) CUSIP numbers for the Notes as necessary, and (2) eligibility for the Notes to clear and settle through DTC and (C) maintain a rating of the Notes from Standard & Poor’s and Moody’s; (v) use commercially reasonable efforts to furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge, as many copies of each Updated Final Offering Memorandum and any amendments and supplements thereto as they may reasonably request; provided, that the Initial Purchasers shall not be entitled to use such Updated Final Offering Memorandum delivered pursuant to this clause (v) at such time as (i) the financial information contained therein no longer complies with the applicable requirements of Regulation S-X, or (ii) the Issuer has delivered a blackout notice pursuant to Section 13(c) below; (vi) subject to the provisions of Section 9.16, each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts clause (i) above and clause (vii) below, not make any amendment or supplement to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary an Updated Final Offering Memorandum or otherwise distribute or refer to request issuance of orders approving the Transactions any Issuer Additional Written Communication that shall be reasonably disapproved by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act ▇▇▇▇▇ after reasonable notice thereof; and (vii) prior to each Sale Date or Settlement Date, if at any time any event (for the avoidance of doubt, an “event” shall not be deemed to include financial statements being deemed to be “stale” due to the passage of time or the availability of financial statements for a subsequent period) occurs prior to the completion of the resale of the Notes by the Initial Purchasers (as determined by the Initial Purchasers) but in any event before the end of the Cooperation Period, as a result of which the Final Offering Memorandum or any Updated Final Offering Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Final Offering Memorandum or any Updated Offering Final Memorandum to comply with applicable law in the opinion of counsel for the Initial Purchasers or counsel for the Company, then, use commercially reasonable efforts to (A) prepare an amendment or supplement that will correct such statement or omission or effect such compliance and all filings necessary (B) supply any supplement or amendment thereto to the several Initial Purchasers (it being understood that the Initial Purchasers will cease making use of such Updated Final Offering Memorandum until such amendment or supplement is available) and counsel for ATS to own the Initial Purchasers without charge in such quantities as they may reasonably request and operate promptly notify the Meridian Assets and conduct the Meridian Business), (iv) to lift Initial Purchasers of any injunction event or other legal bar to the Transactions (and, in occurrence which would require any such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed amendment or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreementsupplement. (b) The parties shall In addition to Section 13(a) above, the Representative may request in writing that the Issuer and the Guarantors cooperate with one another the resale of the Notes by performing the agreements set forth in Section 13(a)(i)-(vii) above on additional occasions; provided that the preparationnumber of “road shows” shall be limited to two occasions maximum. Subject to the foregoing, execution each Securities Notice shall provide for a marketing period (including any “road shows”) not to exceed three (3) consecutive business days for any request made prior to February 13, 2015 and filing of all Tax Returns, questionnaires, applications, or other documents regarding five (5) consecutive business days for any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Daterequest made thereafter. (c) Meridian shall cooperate After February 13, 2015, the Issuer may delay the Sale Date or delay the initiation of a Securities Notice by providing notice (each such notice, a “blackout notice”) to the Initial Purchasers and may suspend use its of the Updated Final Offering Memorandum by the Initial Purchasers for a reasonable business efforts period of time not to exceed 20 days and no more than two occasions during the Cooperation Period (the “Blackout Period”) if (i) prepare balance sheets such action is required by applicable law, or (ii) such action is taken by the Issuer in good faith and statements for business reasons (not including avoidance of income (loss) the Issuer’s obligations hereunder), including material business developments or the acquisition or divestiture of assets or interference with the ongoing operations of the Issuer and cash flow for eleven month period ended November 30, 1996 and thereafter the Guarantors. The Issuer shall promptly inform the Initial Purchasers of the cessation of any Blackout Period. The second Blackout Period shall not be permitted to continue on a monthly consecutive basis until following the month preceding first Blackout Period and a period of at least 30 days shall have lapsed after the Closing cessation or expiration of any Blackout Period prior to the delivery of the second blackout notice. If any Sale Date, “road show” or marketing in accordance with GAAP subject only to respect of any Updated Final Offering Memorandum is affected by any Blackout Period, such exceptions for periods ending on Sale Date, “road show” or before December 31Updated Final Offering Memorandum shall not count towards any maximum number of occasions of marketing assistance permitted under this Section 13 (unless a Settlement Date occurs in respect of such Sale Date, 1996 as are “road show” or Updated Final Offering Memorandum). (d) The provisions set forth in this Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that 13 shall terminate 366 days after the Closing Date it will (xif such day is not a Business Day, the next succeeding Business Day) consent to (the use “Cooperation Period”); provided that the Cooperation Period shall be extended by the number of such audited financial statements in days for any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this AgreementBlackout Period.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, Merger and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of make effective the Transactions, including, in all cases, including without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the extent provided condition applicable to it set forth in Section 6.1(a)8.1(c) hereof, (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to prepare and file with the California Commissioner, as promptly as practicable after the execution of this Agreement, an application for permit to issue securities and a request for a hearing to determine the fairness of the Merger, to have the hearing held and the Merger approved by the California Commissioner (the "California Commissioner Fairness Ruling") , and to take such other actions, including without limitation those referred the preparation of a proxy statement of the Company and responding to in Section 6.2(d), without payment of consideration to any comments on such proxy statement made by the other partyCalifornia Commissioner, (iiiiv) to effect all necessary registrations, filings and submissions (including without limitation filings under the Hart-Scott-Rodino Act and a▇▇ ▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary ▇▇▇▇▇▇ary for ATS American to own and operate the Meridian Assets and conduct the Meridian BusinessStations), (ivv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), ) and (vvi) to obtain the satisfaction of the conditions specified in Article 6, including without limitation 7. Without limiting the truth and correctness as generality of the Closing Date as if made on foregoing, the parties acknowledge and as agree that the assignment of the Closing Date FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the representations FCC. Within ten (10) business days following the date of this Agreement, the Company and warranties American shall file with the FCC appropriate applications for FCC Consents. The parties shall prosecute said applications with all reasonable diligence and otherwise use reasonable business efforts to obtain the grant of FCC Consents to such applications as expeditiously as practicable. If the FCC Consents, or any of them, imposes any condition on either party hereto, such party shall use reasonable business efforts to comply with such condition unless compliance would be unduly burdensome or would have a Material Adverse Effect upon it. If reconsideration or judicial review is sought with respect to any FCC Consent, the Company and the performance and satisfaction as of the Closing Date of all agreements and conditions American shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be performed or satisfied by such construed to limit any party, without the payment of any amounts, except 's right to the extent otherwise required by terminate this Agreement pursuant to the provisions of Section 8.1 of this Agreement). The Merger is expressly conditioned upon the grant of the Final Order as to the FCC Consents for the transfer of control of the Company to American without any condition Materially Adverse to American or any of its Subsidiaries. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing DateEffective Time. (c) Meridian The Company shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATSAmerican, and at ATSAmerican's expense, in order to enable ATS American to have its or the Company's independent accountants prepare audited financial statements for the Meridian Business Company described in Section 6.2(g7.2(d). The Company represents and warrants that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with past practices and will present fairly the financial condition and results of operation of the Company. Without limiting the generality of the foregoing, Meridian the Company agrees that after the Closing Date it will (xi) consent to the use of such audited financial statements in any registration statement or other document filed by ATS American (or any Affiliate of ATS its Subsidiaries) under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offeringAct, and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATSAmerican's independent accountants may reasonably request under the circumstances; provided. (d) The parties shall cooperate with one another in making any required or desired allocations of the Merger Consideration, howeverit being agreed that (i) there shall be allocated to the land and building located at 190 Park Center Plaza, San ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇ $▇,▇▇▇,▇▇▇ (▇▇llowing expenditure of the condemnation fund account balance in accordance with Section 4.18(s) of the Company Disclosure Schedule) plus the cost of any capital improvements thereto made after November 26, 1996, provided that any such capital improvement shall have been approved in writing in advance by American and shall be completed prior to Closing, and (ii) no amount shall be allocated to the Noncompetition Agreement. (e) The Company shall use its reasonable business efforts to cause Levitt Property Managers, I▇▇. ("LPM") to take all necessary steps and to pursue diligently all Governmental Authorizations and Private Authorizations required for the development of the Property (as defined in the Leasehold Option Agreement) as a condition precedent communications tower site and construction thereon of the communications tower contemplated by the Leasehold Option Agreement. On or before the tenth day of each month, commencing with February 1997, the Company shall provide or shall cause LPM to provide American with a statement setting forth, in reasonable detail, the use amount of Development Costs (as defined in the Leasehold Option Agreement) incurred as of the last day of the preceding month. American shall have the right, at any time within twenty (20) business days after receipt of any such statement, to request additional information or verification with respect to any Development Costs shown on such statement and the Company shall provide or shall cause LPM to provide such requested information as promptly as is reasonably practicable. The failure of American to request any such additional information or verification within such period shall be deemed to mean that American has accepted the incurrence and amount of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this AgreementDevelopment Costs.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Exchanges and make effective the other Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Exchanges or the making effective of the other Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Exchanges and the other Transactions by all such applicable Authorities, each of which must be obtained or become final Final Orders in order to satisfy the extent provided condition applicable to it set forth in Section 6.1(a6.1(c), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation limitation, if required, filings within twenty (20) business days of the date of this Agreement under the Hart-Scott-Rodino Act and all filings necessary for the America▇ ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS ▇▇▇ ▇▇e Jacor Parties to own and operate the Meridian Assets Jacor Stations and conduct the Meridian BusinessAmerican Stations, respectively), (iv) to lift any injunction or other legal bar to the Exchanges or any of the other Transactions (and, in such case, to proceed with the Exchanges and the other Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party. Without limiting the generality of the foregoing, without the payment parties acknowledge and agree that the assignment of any amounts, except the FCC Licenses as contemplated by this Agreement is subject to the extent prior consent and approval of the FCC. Within ten (10) business days following the execution of this Agreement, the American Parties and the Jacor Parties shall file with the FCC appropriate applications for FCC Consents. The parties shall prosecute said applications with all reasonable diligence and otherwise required by use reasonable business efforts to obtain the grant of FCC Consents to such applications as expeditiously as practicable. If the FCC Consents, or any of them, imposes any condition on either party hereto, such party shall use reasonable business efforts to comply with such condition unless compliance would have a material adverse effect upon it. If reconsideration or judicial review is sought with respect to any FCC Consent, the American Parties and the Jacor Parties shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be construed to limit any party's right to terminate this Agreement pursuant to the provisions of Section 7.1). Notwithstanding anything in this AgreementAgreement to the contrary, the Exchanges are expressly conditioned upon the grant of the Final Order as to the FCC Consents for the assignment of the FCC Licenses for the Stations without any condition which would have a materially adverse effect upon the party acquiring such Stations. (b) The parties shall cooperate with one another in the preparation, execution and filing preparation of all Tax Returns, questionnaires, applications, applications or other documents regarding any real property transfer Taxes or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and or other fees, and any similar Taxes fees which become payable in connection with the Exchanges and the other Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian Each of the Jacor Parties shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATSAmerican, and at ATSAmerican's expense, in order to enable ATS American to have its the Jacor Parties or the Jacor Parties' or American's independent accountants prepare audited financial statements for the Meridian Business Jacor Stations described in Section 6.2(g6.2(d). The Jacor Parties represent and warrant that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with past practices and will present fairly the financial condition and results of operation of the Jacor Stations. Without limiting the generality of the foregoing, Meridian agrees the Jacor Parties agree that after the Closing Date it they will (xi) consent to the use of such audited financial statements in any registration statement or other document filed by ATS American or any Affiliate of ATS its Affiliates under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATSAmerican's or the Jacor Parties' independent accountants may reasonably request under the circumstances. American shall cooperate and use its reasonable business efforts to cause its independent accountants to reasonably cooperate with the Jacor Parties, and at the Jacor Parties' expense, in order to enable the Jacor Parties to have American and American's or the Jacor Parties' independent accountants prepare audited and unaudited financial statements for the American Stations described in Section 6.3(d). American represents and warrants that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with past practices and will present fairly the financial condition and results of operation of the American Stations. Without limiting the generality of the foregoing, American agrees that it will (i) consent to the use of such financial statements in any registration statement or other document filed by the Jacor Parties or any of their Affiliates under the Securities Act or the Exchange Act and (ii) execute and deliver, and cause its officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as the Jacor Parties' or American's independent accountants may reasonably request under the circumstances. (d) The applicable parties acknowledge and agree that they will, subject to the expiration or earlier termination of the Hart-Scott-Rodino Act waiting period, execute and deliver time bro▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ pursuant to which (i) American would time broker the Citicasters Stations (the "Citicasters Stations TBA"), (ii) American would time broker the Regent Stations (the "Regent Stations TBA"), (iii) Citicasters would time broker each of the American Citicasters Stations (the "American Citicasters Stations TBA"), and (iv) Regent Broadcasting would time broker each of the American Regent Stations (the "American Regent Stations TBA"). Anything in this Agreement to the contrary notwithstanding, including without limitation any provision of Articles 3 and 4 and Sections 6.2 and 6.3, (i) the Jacor Parties shall not be liable in any respect to the extent (A) any of their representations and warranties contained in Article 3 are not true and correct in any material respect on and as of the Closing Date or (B) any of their covenants contained in Article 5 are breached in any material respect on and as of the Closing Date, in any such case due solely to the operation of American under the Citicasters Stations TBA or the Regent Stations TBA, (ii) the American Parties shall not be liable in any respect to the extent (A) any of their representations and warranties contained in Article 4 are not true and correct in any material respect on and as of the Closing Date or (B) any of their covenants contained in Article 5 are breached in any material respect on and as of the Closing Date, in any such case due solely to the operation of the Citicasters or Regent Broadcasting under the American Citicasters Stations TBA and the American Regent Stations TBA, respectively, (iii) the conditions set forth in Section 6.3(f) shall not be deemed to be not satisfied as a result of any action or failure to act of American pursuant to the provisions of the Citicasters Stations TBA or the Regent Stations TBA, (iv) the conditions set forth in Section 6.2(f) shall not be deemed to be not satisfied as a result of any action or failure to act of Citicasters or Regent Broadcasting pursuant to the provisions of the American Citicasters Stations TBA and the American Regent Stations TBA, respectively, and (v) the certificates to be delivered to the American Parties and the Jacor Parties pursuant to the provisions of Section 6.2(c) and 6.3(c), respectively, shall not be required to address any of such representations and warranties that are not true and correct in any material respect or any of such covenants that are breached in any material respect on and as of the Closing Date due to the operation of the other party under the TBA Agreements. (e) Within thirty (30) days after the execution of this Agreement, (i) American shall, at its expense, (x) commission a qualified title company to prepare and provide to the Jacor Parties a preliminary title report with respect to the American Real Property (the "American Preliminary Title Report") and promptly provide a copy of the American Preliminary Title Report to the Jacor Parties, together with complete copies of all documents relating to the title exceptions referred to in the American Preliminary Title Report and (y) commission a qualified surveyor (licensed in Ohio) to prepare and provide to the Jacor Parties hereto a survey ("American Survey") of the American Real Property depicting the location of all title exceptions and (ii) the Jacor Parties shall, at their expense, (x) commission a qualified title company to prepare and provide to the American Parties a preliminary title report with respect to the Jacor Real Property (the "Jacor Preliminary Title Report") and promptly provide a copy of the Jacor Preliminary Title Report to American, together with complete copies of all documents relating to the title exceptions referred to in the Jacor Preliminary Title Report and (y) commission a qualified surveyor (licensed in Missouri) to prepare and provide to American hereto a survey ("Jacor Survey") of the Jacor Real Property depicting the location of all title exceptions. The Jacor Parties shall have the right to disapprove of any title exceptions or survey exceptions (whether nor not disclosed on the American Preliminary Title Report) which in their reasonable business judgment have a material adverse impact on the title to the American Real Property or its intended use and shall notify American of any such disapproval within ten (10) business days after its receipt of both the American Preliminary Title Report and the American Survey]. All title exceptions set forth in the American Preliminary Title Report and any supplemental reports or updates to the Preliminary Title Report and not disapproved within the time periods provided herein shall constitute "American Permitted Title Exceptions". Prior to the Closing, American shall, at its expense, remove or cause to be removed all disapproved exceptions relating to the American Real Property (the "Jacor Disapproved Matters") or, in the alternative, obtain title insurance in a form reasonably satisfactory to the Jacor Parties insuring against the effect of such Jacor Disapproved Matters; provided, however, that as American shall not be obligated to spend more than $150,000 in its attempt to remove or insure over any such Jacor Disapproved Matters (other than monetary Liens which shall be required to be removed regardless of the amount thereof). American shall notify the Jacor Parties within ten (10) days after receipt of the notice of Jacor Disapproved Matters whether it intends to remove the same. If American is unable to remove or endorse over any such Jacor Disapproved Matters, or if American exercises its right not to remove one or more Jacor Disapproved Matters, the Jacor Parties may elect (i) to terminate this Agreement or (ii) to waive such Jacor Disapproved Matters (such Jacor Disapproved Matters shall then be deemed to be American Permitted Title Exceptions), in which event the Jacor Parties shall receive a condition precedent credit at the Closing in the amount (up to the use positive difference, if any, between (x) $150,000 and (y) the amount theretofore expended by American pursuant to the provisions of this Section 5.2(e)) reasonably necessary to remove or endorse over the Jacor Disapproved Matters or, if the Jacor Disapproved Matters cannot be removed or endorsed over, to compensate it for the reduction in value of such audited financial statements by American Real Property resulting from such Jacor Disapproved Matters. American shall have the right to disapprove of any Affiliate title exceptions or survey exceptions (whether nor not disclosed on the Jacor Preliminary Title Report) which in its reasonable business judgment have a material adverse impact on the title to the Jacor Real Property or its intended use and shall notify the Jacor Parties of ATSany such disapproval within ten (10) business days after its receipt of both the Jacor Preliminary Title Report and the Jacor Survey. All title exceptions set forth in the Jacor Preliminary Title Report and any supplemental reports or updates to the Jacor Preliminary Title Report and not disapproved within the time periods provided herein shall constitute "Jacor Permitted Title Exceptions". Prior to the Closing, such Affiliate shall execute an indemnification agreementthe Jacor Parties shall, at their expense, remove or cause to be removed all disapproved exceptions relating to the Jacor Real Property (the "American Disapproved Matters") or, in the alternative, obtain title insurance in a form reasonably satisfactory to American insuring against the effect of such American Disapproved Matters; provided, however, that the Jacor Parties shall not be obligated to spend more than $150,000 in its attempt to remove or insure over any such American Disapproved Matters (other than monetary Liens which shall be required to be removed regardless of the amount thereof). The Jacor Parties shall notify American within ten (10) days after receipt of the notice of American Disapproved Matters whether they intend to remove the same. If the Jacor Parties are unable to remove or endorse over any such American Disapproved Matters, or if the Jacor Parties exercise their right not to remove one or more American Disapproved Matters, American may elect (i) to terminate this Agreement or (ii) to waive such American Disapproved Matters (such American Disapproved Matters shall then be deemed to be Jacor Permitted Title Exceptions), in which event American shall receive a credit at the Closing in the amount (up to the positive difference, if any, between (x) $150,000 and content reasonably acceptable to Meridian's counsel, (y) the amount theretofore expended by the Jacor Parties pursuant to which such Affiliate agrees the provisions of this Section 5.2(e)) reasonably necessary to indemnify Meridian and related parties from liability arising from remove or endorse over the use American Disapproved Matters or, if the American Disapproved Matters cannot be removed or endorsed over, to compensate it for the reduction in value of such statements on Jacor Real Property resulting from such American Disapproved Matters. (f) Within thirty (30) days after the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) execution of this Agreement., each of American and the Jacor Parties may, at its sole expense, commission a qualified engineering firm to conduct a Phase I environmental study of the Jacor Real Property or the American Real Property, respectively (the study done by American on such Jacor Real Property is hereinafter called the "American Study"; and the study done by the Jacor Parties on the American Real Property is hereinafter called the "Jacor Study"

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Seller Assets and conduct the Meridian Seller Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian Seller shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Seller Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian Seller agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under any applicable federal or state securities Law the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's ' independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent . (d) Seller shall use its best efforts to diligently conduct and conclude the use of such audited financial statements by any Affiliate Negotiations for the benefit of ATS, such Affiliate shall execute an indemnification agreementor to enter into or present to ATS for execution and delivery the Santee ▇▇▇▇▇▇ Contract, as the case may be, and conduct the Negotiations or the negotiations with respect to the Santee ▇▇▇▇▇▇ Contract in form at least a manner as if the Negotiations or execution and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate delivery of the Santee ▇▇▇▇▇▇ Contract were for the sole and exclusive benefit of Seller. ATS agrees to indemnify Meridian cooperate and related parties from liability arising from support, both before and after the use of such statements on the same terms and subject Closing Date, Seller's efforts with respect to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreementforegoing.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a7.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d7.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian OPM Assets and conduct the Meridian OPM Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another (including by ATS providing access to the Stockholders to the books and records of OPM subsequent to the Closing Date) in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian OPM shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian OPM Business described in Section 6.2(g7.2(g). OPM represents and warrants that any such financial statements will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, will be true, accurate and complete in all material respects, and will fairly present the financial condition and results of operation of the Company on the basis therein stated, as of the respective dates thereof and for the respective periods covered thereby. Without limiting the generality of the foregoing, Meridian OPM agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under any applicable federal or state securities Law the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's ' independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a7.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d7.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino Act and all filings necessary for ATS to own and operate the Meridian Assets op▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ets and conduct the Meridian OPM Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another (including by ATS providing access to the Stockholders to the books and records of OPM subsequent to the Closing Date) in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian OPM shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian OPM Business described in Section 6.2(g7.2(g). OPM represents and warrants that any such financial statements will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, will be true, accurate and complete in all material respects, and will fairly present the financial condition and results of operation of the Company on the basis therein stated, as of the respective dates thereof and for the respective periods covered thereby. Without limiting the generality of the foregoing, Meridian OPM agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under any applicable federal or state securities Law the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's ' independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the TransactionsMerger according to the terms and subject to the conditions hereof, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing anything which could impede or impair the consummation of the TransactionsMerger according to the terms and subject to the conditions hereof or the consummation of the other Transactions according to the terms and subject to the conditions hereof, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions Merger by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation limitation, if required, filings within ten (10) business days of the date of this Agreement under the ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino Act and all filings necessary for ATS to own and operate ▇▇▇ ▇▇▇ ▇▇▇▇▇▇e the Meridian ATC Assets and conduct the Meridian ATC Business), (iv) to lift any injunction or other legal bar to the Transactions Merger (and, in such case, to proceed with the Transactions Merger as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 67, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date (other than those that speak as of a specific date which need only be true and correct as of such date) of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian ATC shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its ATC's or ATS' independent accountants prepare audited financial statements for the Meridian Business ATC described in Section 6.2(g7.2(d). ATC will use its reasonable business efforts to ensure that such financial statements will have been prepared in accordance with GAAP applied on a basis consistent with the ATC Financial Statements and will present fairly in all material respects the financial condition, results of operation and cash flow of ATC. Without limiting the generality of the foregoing, Meridian ATC agrees that after the Closing Date it will (xi) consent to the use of such audited financial statements in any registration registration, proxy or information statement or other document filed by ATS or any Affiliate of ATS its Affiliates under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (yii) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS' or ATC's independent accountants may reasonably request under the circumstances; provided. (c) Without limiting the generality of the foregoing, however, that as a condition precedent to promptly as practicable after the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) execution of this Agreement, ATS and ATC shall, at the written request of the other made from time to time within thirty (30) days of the date of this Agreement, deliver or cause to be delivered to ATC or ATS, as the case may be, copies of (i) all title report and title insurance and (ii) Phase I environmental site assessment reports or other environmental reports or studies in their possession with respect to real property owned or leased by such party. Each of ATS and ATC (an "investigating party") may at its own cost and expense obtain, and deliver to the other party (the "owning party") full and complete copies of, preliminary title reports and/or Phase I environmental site assessment reports (or other environmental reports or studies) with respect to any real property owned or leased by the owning party (i) which is not covered by a title or environmental report delivered to the investigating party or (ii) with respect to which the title or environment report so furnished, in the reasonable business judgment of the investigating party, raises questions of (x) defects in title, in the case of title reports, or (y) potential liability, in the case of Phase I environmental site assessment reports (or other environmental reports or studies) which, in the case of title defects or potential liability has had or could reasonably be expected to have a Material Adverse Effect on the owning or leasing party. Site assessments shall be conducted by such consultants and professionals as ATS and ATC shall mutually agree and shall be arranged at times mutually convenient to the parties. Each of ATC and ATS shall be entitled to have representatives present at the time such site assessments are conducted, and to have copies of all correspondence with any environmental company conducting the site assessment pursuant to the provisions of this Section. (d) ATC agrees that prior to the Closing Date it will not make or permit to be made any change affecting any bank, trust company, savings and loan association, brokerage firm or safe deposit box or in the names of the Persons authorized to draw thereon, to have access thereto or to authorize transactions therein or in such powers of attorney, or open any additional accounts or boxes or grant any additional powers of attorney, without in each case notifying ATS in writing on or prior to the Closing Date.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Seller Assets and conduct the Meridian Seller Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian Seller shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's ' expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Seller Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian Seller agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under any applicable federal or state securities Law the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's ' independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent . (d) Seller shall use its best efforts to diligently conduct and conclude the use of such audited financial statements by any Affiliate Negotiations for the benefit of ATS, such Affiliate shall execute an indemnification agreementor to enter into or present to ATS for execution and delivery the Santee Cooper Contract, as the case may be, and conduct the Negotiations ▇▇ ▇▇e negotiations with respect to the Santee Cooper Contract in form at least a manner as if the Negotiations or exe▇▇▇▇▇▇ and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate delivery of the Santee Cooper Contract were for the sole and exclusive benefit of Seller. ▇▇▇ agrees to indemnify Meridian cooperate and related parties from liability arising from support, both before and after the use of such statements on the same terms and subject Closing Date, Seller's efforts with respect to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreementforegoing.

Agreement to Cooperate. The Company and the NN Guarantors, jointly and severally (and, in addition, upon the execution and delivery of the Joinder Agreement, the PEP Guarantors, jointly and severally) further covenant and agree with each Initial Purchaser as follows: (a) Subject After the Closing Date, but prior to the expiration of the Cooperation Period (as defined below) the Company and the Guarantors shall: (i) upon request of the Representative, on up to three (3) occasions, subject to Blackout Periods (as defined below), use their commercially reasonable efforts to provide to the Initial Purchasers an updated version of the Final Offering Memorandum (including for the avoidance of doubt the final Canadian wrapper) (as so amended, supplemented or updated from time to time in accordance with the terms hereof, an “Updated Final Offering Memorandum”) in a form consistent with the Final Offering Memorandum (including all financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A and if reasonably requested by the Representative, to the extent reasonably practicable, any “flash” or “capsule” financial information (on an annual or quarterly basis) with respect to the Company and its subsidiaries) such that the Updated Final Offering Memorandum does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in no event will the Company and the Guarantors be required to provide updated annual audited or quarterly unaudited financial statements earlier than the time the Company and the Guarantors are required to provide such information as described in the Final Offering Memorandum under the heading “Description of the Notes–Reports” (without giving effect to the grace period in clause (4) under “Description of the Notes–Events of Default and Remedies” in the Final Offering Memorandum); (ii) upon written notice from the Representative, in connection with an offer and resale of the Securities (the fifth business day (or such other period as mutually agreed between the Company and the Representative) after each such notice herein referred to as the “Sale Date” and the related settlement date mutually determined by the Company and the Representative, the “Settlement Date”), use commercially reasonable efforts to provide the Initial Purchasers on or prior to the Sale Date or the Settlement Date, as applicable, the following, provided that there shall be no more than three (3) Sale Dates: (A) opinions and negative assurance letters, as the case may be, consistent in all relevant respects with those provided pursuant to Section 4(d) of this Agreement and dated such Settlement Date (including opinions covering the PEP Guarantors in their capacity as Guarantors); (B) (i) a “comfort” letter dated such Sale Date and a “bring-down” comfort letter dated such Settlement Date, with respect to the Company and its subsidiaries and the Updated Final Offering Memorandum from PricewaterhouseCoopers LLP, (ii) a “comfort” letter dated such Sale Date and a “bring-down” comfort letter dated such Settlement Date, with respect to PEP and its subsidiaries and the Updated Final Offering Memorandum from Ernst & Young LLP and (iii) a “comfort letter” dated such Sale Date, with respect to Autocam and the Updated Final Offering Memorandum from Deloitte & Touche LLP, in each case addressed to the Initial Purchasers, such comfort letters to be in the form consistent with that provided under this Agreement (as appropriately updated) and such bring-down comfort letters to be in customary form and substantially consistent with that provided for Rule 144A debt offerings; (C) an officer’s certificate dated as of such Settlement Date and consistent with the officer’s certificate delivered by the Company pursuant to Section 4(f) (provided that references therein to the Closing Date shall be to such Settlement Date); and (iii) in connection with such request, use commercially reasonable efforts to assist the Initial Purchasers in their marketing efforts for the resale of Securities during the Cooperation Period (as defined below) by (A) providing to the Initial Purchasers and their counsel all information they reasonably request to update due diligence (including by way of any conference calls) to each Sale Date and each Settlement Date and (B) reasonably cooperating with the Initial Purchasers in connection with the marketing of the Securities by (1) meeting with rating agencies, and (2) preparing road show materials and having senior management (including the CEO and CFO to the extent the inclusion of both would not materially interfere with any day to day operations of the business) of the Company available to participate in one or more meetings with prospective investors, or participating in conference calls at mutually agreeable times with prospective investors to whom the Initial Purchasers propose to resell the unsold allotment of Securities then held by them; provided, that such assistance does not unreasonably interfere with the ongoing operations of the Company and the Guarantors or otherwise impair, in any material respect, the ability of any officer or executive of the Company or any Guarantor to carry out their duties to the Company and the Guarantors; (iv) to the extent not previously done on or before the Closing Date, use commercially reasonable efforts to (A) obtain CUSIP numbers for the Notes as necessary; (B) obtain eligibility for the Notes to clear and settle through DTC; and (C) maintain a rating of the Notes from Standard & Poor’s and Moody’s; (v) use commercially reasonable efforts to furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge except as set forth in clause (e) below, as many copies of each Updated Final Offering Memorandum and any amendments and supplements thereto as they may reasonably request; provided, that the Initial Purchasers shall not be entitled to use such Updated Final Offering Memorandum delivered pursuant to this clause (v) at such time as (A) the financial information contained therein no longer complies with the applicable requirements of Regulation S-X (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A), or (B) the Company has delivered a blackout notice pursuant to Section 10(c) below; (vi) subject to the provisions of Section 9.16, each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts clause (i) above and clause (vii) below, not make any amendment or supplement to prepare and file with an Updated Final Offering Memorandum or otherwise distribute or refer to any Company Additional Written Communication that shall be reasonably disapproved by SunTrust after reasonable notice thereof; and (vii) if at any time any event (for the applicable Authorities avoidance of doubt, an “event” shall not be deemed to include financial statements being deemed to be “stale” due to the passage of time or the availability of financial statements for a subsequent period) occurs prior to the completion of the resale of the Securities by the Initial Purchasers (as promptly determined by the Initial Purchasers) but in any event before the end of the Cooperation Period, as practicable after a result of which the execution Final Offering Memorandum or any Updated Final Offering Memorandum, as then amended or supplemented, would include any untrue statement of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, a material fact or omit to state any material fact necessary to request issuance make the statements therein, in the light of orders approving the Transactions by all circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Final Offering Memorandum or any Updated Offering Final Memorandum to comply with applicable law in the opinion of counsel for the Initial Purchasers or counsel for the Company, then, use commercially reasonable efforts to (A) prepare an amendment or supplement that will correct such applicable Authorities, each of which must be obtained statement or become final omission or effect such compliance and (B) supply any supplement or amendment thereto to the extent provided in Section 6.1(a), several Initial Purchasers (iiit being understood that the Initial Purchasers will cease making use of such Updated Final Offering Memorandum until such amendment or supplement is available) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d)counsel for the Initial Purchasers, without payment of consideration to the other party, charge except as set forth in clause (iiie) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Transactions (andbelow, in such case, to proceed with quantities as they may reasonably request and promptly notify the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment Initial Purchasers of any amounts, except to the extent otherwise required by the provisions of this Agreementevent or other occurrence which would require any such amendment or supplement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are provisions set forth in this Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that 10 shall terminate 365 days after the Closing Date it will (x) consent to the use “Cooperation Period”); provided that the Cooperation Period shall be extended by the number of such audited financial statements in days for any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this AgreementBlackout Period.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the Hart-Scott-Rodino Act and al▇ ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary ▇▇▇▇▇▇ary for ATS to own and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

Agreement to Cooperate. (a) Subject Upon the terms and subject to the provisions of Section 9.16conditions set forth in this Agreement, each of the parties hereto shall use reasonable business best efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, Merger and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the TransactionsMerger, including, in all cases, without limitation using its reasonable business best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions Merger by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions submissions, (iv) to defend any suit, action or proceeding, whether judicial or administrative, challenging the Merger or any of the transactions contemplated by the Merger Agreement, including seeking to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 7, including without limitation filings the securing of all authorizations, consents, waivers, modifications, order or approvals referred to in Sections 7.1(b) and 7.1(d) and, without limiting the generality of the foregoing, and notwithstanding any provision contained in this Agreement to the contrary, including without limitation the last sentence of Section 6.10, American shall not, and shall not permit any Tower Subsidiary to, take any action or enter into any agreement, plan or arrangement to take any action (a "Prohibited Transaction") which could reasonably be expected to materially delay the date of the American Stockholders Meeting or the Effective Time (it being understood that any delay in excess of fifteen (15) business days which would arise as a result of any such action shall be deemed "material" for purposes hereof). American hereby agrees to provide Mergeparty with prior written notification of any proposed action which could reasonably be expected to constitute a Prohibited Transaction. (b) Without limiting the generality of the foregoing, the parties acknowledge and agree that the transfer of control of the American FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. American and Mergeparty acknowledge that they have heretofore filed with the FCC appropriate applications requesting the FCC's written consent to the transfer of control of the American FCC Licenses pursuant to this Agreement and have caused all necessary persons to join in one or more such applications filed with the FCC (the "Applications"). American and Mergeparty will use their best efforts to take such steps as may be necessary (i) diligently to prosecute the Applications and to prepare and file any further Applications or amendments as may be necessary to obtain the consent for the transfer of control to Mergeparty of the licenses held by the American Brokered Stations to be acquired by American and (ii) to obtain the FCC Consents, including action by Mergeparty, at its sole cost and expense (except as provided elsewhere in this Agreement), to satisfy or cause to be removed all Divestiture Conditions, if any. The failure by American or Mergeparty to use its best efforts to timely file or diligently prosecute its portion of any Application or, in the case of Mergeparty, the failure to use its best efforts to make any Required Divestiture or otherwise satisfy or cause to be removed all Divestiture Conditions on or before the Termination Date, shall be a material breach by American or Mergeparty, as the case may be, of this Agreement. American agrees that any delay in prosecuting the Applications or obtaining the FCC Consents resulting from Mergeparty's good faith negotiations, subject to Applicable Law, with the FCC, Antitrust Division or FTC with respect to the imposition of a Divestiture Condition shall not constitute a failure by Mergeparty to use its best efforts diligently to prosecute the Applications or obtain the FCC Consents and so long as such negotiations do not interfere with satisfaction of all conditions to Closing prior to the Termination Date. If reconsideration or judicial review is sought with respect to any FCC Consent, American and Mergeparty shall (promptly and with all due efforts) oppose such efforts to obtain reconsideration or judicial review. (c) Without limiting the generality of Section 6.2(a), the parties undertake and agree to file as soon as practicable after the date hereof, and in any event within sufficient time to be able to consummate the Merger prior to the Termination Date, a Notification and Report Form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of the parties shall (i) use its best efforts to comply as expeditiously as possible with all lawful requests of the FTC or the Antitrust Division for additional information and documents and (ii) not extend any waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto; provided, however, that nothing shall limit the ability of Mergeparty to extend the 20-day waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act following substantial compliance with any request for additional information that may be forthcoming, if such extension is reasonably necessary to allow the continuation of good-faith negotiations intended to remove any objection to the transaction that the FTC or Antitrust Division may have asserted, and if such extension will expire not less than 30 days prior to the Termination Date. (d) Anything in this Agreement, including without limitation Section 6.2(b), to the contrary notwithstanding, Mergeparty shall obtain the FCC Consents and clearances under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS the grant of any waivers in connection therewith prior to own the Termination Date in accordance with this Agreement unless the failure to obtain such FCC Consents, clearances and operate waivers is primarily the Meridian Assets and conduct result of one or more Uncontrollable Events. For purposes of this Agreement, the Meridian Business)term "Uncontrollable Events" shall mean (i) acts or omissions on the part of American or any of its Subsidiaries in conducting its respective operations other than those relating to the number of American FCC Licenses or amount of revenues in a particular market, (ivii) to lift an unremedied or unwaived material breach by American of its obligations under this Agreement, or (iii) any injunction change in or other legal bar enactment of Applicable Law by Congress and signed by the President and which (A) has the effect of decreasing the number of radio licenses which a Person may own nationally or locally or (B) materially and adversely relates to the Transactions concentration of radio licenses which a Person may own in a market, and as a result of the change or enactment referred to in either clause (andA) or (B) above, in such case, to proceed Mergeparty's performance of its obligations under this Agreement would have a Material Adverse Effect on Mergeparty's radio and television broadcasting business. Mergeparty shall file with the Transactions as expeditiously as possible)FCC, and (v) within sufficient time to obtain the satisfaction permit timely grant of the conditions specified Applications, applications for consent to assign or transfer, pursuant to trust arrangements satisfying the FCC's local multiple ownership rules and policies, such radio broadcast stations as Mergeparty may designate, so that the radio broadcast stations of Mergeparty and American not designated for such trust arrangements may be held by the Surviving Corporation in Article 6compliance with the FCC's local multiple ownership rules and policies. Mergeparty shall, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise necessary to obtain grant of the trust applications, thereafter promptly file or cause to be filed any further applications (including applications to assign radio broadcast stations to third party purchasers for value) that may be required by the provisions of this Agreement. (b) The parties shall cooperate FCC. Notwithstanding the two preceding sentences, with one another regard to stations located in the preparationSan ▇▇▇▇ market, execution and filing the obligations of all Tax Returns, questionnaires, applications, Mergeparty to submit trust or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to sale applications shall be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow excused for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act stations to the extent required by Applicable Law and for the duration of the period that Mergeparty is unable to identify the stations to be placed in trust or any underwriter sold because of the failure of American to notify Mergeparty of the resolution of the Antitrust Division impediment impacting the American transactions pending in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this AgreementSan ▇▇▇▇ market.

Agreement to Cooperate. (a) Subject to the provisions of Section 9.16, each Each of the parties hereto shall Parties will use commercially reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, Merger and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of make effective the Transactions, including, in all cases, without limitation including using its commercially reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the extent provided conditions applicable to it set forth in Section 6.1(a), 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, and (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. (b) Each of the Parties agrees to take such actions as may be necessary to obtain any Governmental Authorizations legally required for the consummation of the Merger and the Transactions, including the making of any Governmental Filings, publications and requests for extensions and waivers. (vc) The Company will use commercially reasonable efforts at or prior to the Effective Time (i) to obtain the satisfaction of the conditions specified in Article 6Sections 7.1 and 7.2; (ii) if requested by VIALOG, including without limitation to seek the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except consents (to the extent otherwise required required) to the continued existence in accordance with its then-stated terms of all long-term debt of the Company; and (iii) to attempt to cause those key employees of the Company mutually agreed upon by VIALOG and the provisions of this Agreement. (b) The parties shall cooperate Company that are not Stockholders to execute and deliver non-competition agreements substantially conforming in form and substance to the non-competition agreements currently maintained by VIALOG with one another its key employees in the preparation, execution form attached as Exhibit 6.2(c). Each of VIALOG and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and VIALOG Merger Subsidiary will use its reasonable business commercial efforts at or prior to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding Effective Time to obtain the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 satisfaction of the Meridian Disclosure Schedule, conditions applicable to it specified in Sections 7.1 and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement7.

Agreement to Cooperate. (a) Subject to the provisions terms and conditions of Section 9.16this Agreement and not in limitation of any such provisions, each of the parties hereto shall Party hereby agrees to use its commercially reasonable business efforts promptly (x) to take, or cause to be taken, all actions reasonable action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under Applicable Law applicable Laws to satisfy all conditions to, and to consummate and make effective as soon as reasonably possible, the Transactionstransactions contemplated by this Agreement and to carry out the purposes hereof, including to perform and (y) to refrain from taking, or cause to be taken, performed any action further acts and to refrain from doing or causing execute and deliver and cause to be done, executed and delivered any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, documents that may be reasonably necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by carry out the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees each Party shall use its commercially reasonable efforts to (i) obtain, or cause to be obtained, all consents, authorizations, waivers and approvals from all Governmental Authorities that after may be or become necessary for the Closing Date it will performance of its obligations pursuant to this Agreement and (xii) consent give all notices to, and obtain all consents from, the respective third parties that are described in Schedules 4.1(d), 4.1(e) and Section 5.1(d), and from the Education Regulatory Authorities and under the HSR Act. In connection with this Section 6.2, (A) the Company shall keep Parent informed of all material developments, permit Parent an opportunity to review in advance any proposed written communications and include Parent’s reasonable edits thereto, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder; and (B) Parent shall keep the Company informed of all material developments, permit the Company an opportunity to review in advance any proposed written communications and include the Company’s reasonable edits thereto, and shall, at the Company’s request, include the Company in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder; provided that any party may reasonably designate any competitively sensitive material provided to the use other party under this Section 6.2 as “outside counsel only,” in which case such materials and the information contained therein shall be given only to the outside counsel of the recipient party and the recipient party shall cause such audited financial statements in outside counsel not to disclose such materials or information to any registration statement employees, officers, directors, or other document filed by ATS representatives of the recipient party unless express written permission is obtained in advance from the source of the materials or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter information. Such consents, waivers and approvals shall be in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this AgreementParent.

Agreement to Cooperate. (a) Subject to the provisions terms and conditions of this Agreement, including Section 9.165.3, each of the parties hereto shall use all reasonable business best efforts promptly (x) to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law applicable laws and regulations (including the Gaming Laws) to consummate and make effective the Transactionstransactions contemplated by this Agreement, and (y) to refrain from taking, including using his or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Speer and approvalsthe Company and their respective subsidiaries, including without limitation those referred to in Section 6.2(d)all necessary ▇▇ ▇ppropriate waivers, without payment of consideration to the other party, (iii) consents and approvals to effect all necessary registrations, filings and submissions (including without limitation filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Transactions Merger (and, in such that case, to proceed with the Transactions Merger as expeditiously as possible). In addition, subject to the terms and conditions herein provided and subject to the fiduciary duties of the respective boards of directors of the Company and Merger Corporation, none of the parties hereto shall knowingly take or cause to be taken any action (including, but not limited to, in the case of Merger Corporation, (i) the incurrence of material debt financing, other than the financing in connection with the Merger and related transactions and other than debt financing incurred in the ordinary course of business, and (vii) the acquisition of businesses or assets) which would reasonably be expected to obtain the satisfaction delay materially or prevent consummation of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this AgreementMerger. (b) The Each party shall (i) promptly notify the other parties shall cooperate of any written communication to that party from any State Attorney General or any other governmental entity and, subject to applicable law, permit the other parties to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with one another any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the preparationMerger unless it consults with the other parties in advance and, execution to the extent permitted by such governmental authority, gives the other parties the opportunity to attend and filing participate in such meetings or discussions; and (iii) furnish the other parties with copies of all Tax Returnscorrespondence, questionnairesfilings, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration communications (and other feesmemoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any similar Taxes which become payable in connection with the Transactions that are required government or permitted to be filed on regulatory authority or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on members or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements their respective staffs on the same terms other hand, with respect to this Agreement and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this AgreementMerger.