Common use of Efforts; Further Assurances Clause in Contracts

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to consummate the transactions contemplated by this Agreement, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (Buyer, Merger Sub and the Seller shall cause the Company to) will use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable reasonably advisable under applicable Laws Applicable Law to consummate the transactions contemplated by this AgreementAgreement as soon as practicable, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary or reasonably advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documentsdocuments and (ii) obtaining and maintaining all consents, or taking any approvals, registrations, permits, authorizations and other confirmations required action. In addition, to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party be obtained from any Governmental Authority or other third party that are necessary or reasonably advisable to consummate the transactions contemplated by this Agreement as soon as reasonably practicable. The parties acknowledge and agree that Buyer’s and Merger Sub’s obligations to use their reasonable best efforts set forth in this Section 5.02(a) shall include an obligation of Buyer (i) to take and cause its Affiliates to take all actions reasonably necessary to avoid or eliminate any other party impediment under any applicable Competition Law so as to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Outside Date), including (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Buyer or its controlled Affiliates (including the Surviving Corporation and its Subsidiaries), (B) terminating existing relationships, contractual rights or obligations of Buyer or its controlled Affiliates (including the Surviving Corporation and its Subsidiaries) and (C) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s or its controlled Affiliates’ (including the Surviving Corporation’s and its Subsidiaries’), freedom of action with respect to, or its ability to retain, one or more of the Telecom Regulatory Applicationsbusinesses, as applicable, product lines or assets of Buyer and its controlled Affiliates (including the Surviving Corporation and its Subsidiaries) and (ii) permit a representative not take any action (including the acquisition by it or its Affiliates of any interest in any Person that derives revenues from products, services or lines of business similar to the Company’s products, services or lines of business) if such action would make it more likely that there would arise any impediments under any Competition Law that may be asserted by any Governmental Authority to the consummation of the other party Merger as promptly as reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionspracticable.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreementherein provided, each of the parties hereto shall (and the Seller shall cause the Company to) use its commercially reasonable best efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request of Buyer, including (i) prosecuting each of Seller and the Telecom Regulatory Applications in good faith Company shall cooperate with Buyer and with due diligence before use its reasonable best efforts to obtain each third-party consent and approval required under each of the FCCContracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the State PUCs Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with the Telecom Regulatory Applicationsobtaining such consents, including furnishing the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain HSR Act within two Business Days of the FCC Consents, the State PUC Consents date hereof and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all documentation steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect all necessary filingsthe dissolution of, noticesany injunction, petitionstemporary restraining order or other Order in any Proceeding, statementswhich would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, registrationsin no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, submissions to enter into any consent decree, to make any divestiture of informationany interest in any real property, applications and other documentsleasehold or intellectual property or to accept any operational restriction, or taking to offer or to take any other required action. In addition, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the extent practicable transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and permitted the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by applicable Law, the parties hereto this Agreement. Each party shall use their commercially reasonable efforts to (iA) promptly notify the other party of any written or oral communication (other than non-substantive communications) to that party from any Governmental Authority the FTC, the Antitrust Division or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, as reasonableand to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any proposed filing made with, or written communication materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to the FCCthis Agreement, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are except that any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant materials concerning one party’s valuation of the FCC Consent other party or grant of any State PUC Consent or Public Right-of-Way Consentthe transactions contemplated by this Agreement, or if the FCCany party’s material financial information, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsmay be redacted.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (Parent, Purchaser, Merger Sub and the Seller shall cause the Company to) Acquired Companies will use its commercially reasonable efforts to take, or cause to be takentaken (including, in the case of the Company, by causing the other Acquired Companies to take), all actions and to do, or cause to be done, all things necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) prosecuting determining whether any action by or in respect of, or filing with, any Governmental Authority (in addition to the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably Required Governmental Approvals) is required in connection with the Telecom Regulatory Applicationsconsummation of the transactions contemplated by this Agreement, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action, including the filings in respect of the Required Governmental Approvals, and (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Required Governmental Approvals; provided that the parties hereto understand and agree that neither Parent nor any of its Affiliates shall be obligated to (and, without Purchaser’s prior written consent, no Acquired Company shall) (A) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, (B) divest, license, dispose of, transfer or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of its, any Acquired Company’s or any of their respective Affiliates’ businesses, assets or properties, (C) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority or (D) agree to do any of the foregoing. In additionNotwithstanding the foregoing, at the written request of Purchaser, the Company shall, and shall cause the other Acquired Companies to, agree to take any of the actions described in the previous sentence to the extent practicable such action is conditioned upon the occurrence of the Closing. Each of Parent, Purchaser, Merger Sub and permitted by applicable Lawthe Company agree to execute and deliver, or cause to be executed and delivered (including, the parties hereto case of the Company, by causing the other Acquired Companies to execute and deliver), such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the Transaction Documents. Each of Parent, Purchaser, Merger Sub and the Company shall use their commercially reasonable efforts to (i) promptly notify the other party parties hereto of any communication (other than non-substantive communications) to that party written notice from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) connection with the FCC, any State PUC transactions contemplated by this Agreement or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsTransaction Documents.

Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties hereto shall (Parent and the Seller Thermo shall, and shall cause the Company its Subsidiaries to) , use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary necessary, proper, or desirable under applicable Laws advisable to consummate and make effective and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated in this Agreement, including: (i) determining whether any action by or in respect of, or filing with, any Governmental Authority (in addition to the Required Governmental Approvals) is required in connection with the consummation of the transactions contemplated by this Agreement, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, including the filings in respect of the Required Governmental Approvals, (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to the extent practicable and permitted by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Required Governmental Approvals, and (iv) obtaining all of the reasonably necessary consents, amendment or waivers from the lenders pursuant to the Parent Credit Agreement and the Company Credit Agreement and take such other actions, and providing such other information, as may be reasonably requested by such lenders; provided that the parties hereto understand and agree that neither Parent nor any of its Affiliates shall be obligated to (and, without Parent’s prior written consent, no Acquired Company shall) 1.%2.%3.%4.%5 enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, 2.%2.%3.%4.%5 divest, license, dispose of, transfer or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of its, any Acquired Company’s or any other party of their respective Affiliates’ businesses, assets or properties, 3.%2.%3.%4.%5 litigate, challenge or take any action with respect to the Telecom Regulatory Applicationsany Action by any Person, as applicable, (ii) permit a representative including any Governmental Authority or 4.%2.%3.%4.%5 agree to do any of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsforegoing.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of Parent, Purchaser, Merger Sub, the parties hereto shall (Surviving Company, PEG Holdings and the Seller shall cause the Company to) will use its commercially reasonable best efforts to take, or cause to be takentaken (including, in the case of the Company, by causing the other Acquired Companies to take), all actions and to do, or cause to be done, all things necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) prosecuting determining whether any action by or in respect of, or filing with, any Governmental Authority (in addition to the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably Required Governmental Approvals) is required in connection with the Telecom Regulatory Applicationsconsummation of the transactions contemplated by this Agreement, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action, including the filings in respect of the Required Governmental Approvals, and (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Required Governmental Approvals. In additionEach of Parent, Purchaser, Merger Sub, PEG Holdings and the Company agree to the extent practicable execute and permitted by applicable Lawdeliver, or cause to be executed and delivered (including, the parties hereto case of the Company, by causing the other Acquired Companies to execute and deliver), such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the Transaction Documents. Each of Parent, Purchaser, Merger Sub and the Company shall use their commercially reasonable efforts to (i) promptly notify the other party parties hereto of any communication (other than non-substantive communications) to that party written notice from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) connection with the FCC, any State PUC transactions contemplated by this Agreement or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsTransaction Documents.

Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) will use its commercially all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or desirable advisable under applicable Laws to consummate and make effective the transactions contemplated by this AgreementAgreement as expeditiously as practicable and to ensure that the conditions set forth in Article VI are satisfied. In furtherance and not in limitation of the foregoing, including each party hereto agrees, if required, (i) prosecuting to make an appropriate filing of a Notification and Report form pursuant to the Telecom Regulatory Applications in good faith HSR Act with respect to the transactions contemplated hereby as promptly as practicable (including using reasonable best efforts to make such filing within ten Business Days of the date of this Agreement), (ii) to supply as promptly as reasonably practicable any additional information and with due diligence before materials that may be requested pursuant to the FCCHSR Act and (iii) use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration of the applicable waiting period under the HSR Act as soon as practicable. Without limiting the generality of the foregoing, and subject to Section 5.3(b), the State PUCs and Company, on the Public Right-of-Way Licensorsone hand, and in connection therewith Buyer and Merger Sub, on the other hand, shall take each (1) furnish to the other such actions necessary information and reasonable assistance as the other party may be necessary or reasonably required request in connection with the Telecom Regulatory Applicationsforegoing, (2) reasonably cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, to the extent practicable and permitted proceeding initiated by applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicablea private party, (ii3) permit a representative of keep the other party reasonably acceptable to the first informed of any material communication received by such party to attend and participate in substantive meetings (telephonic from, or otherwise) with the FCCgiven by such party to, any State PUC Governmental Entity and of any material communication received or Public Right-of-Way Licensor or other Governmental Authority given in connection with any proceeding by a private party, in each case, regarding the transactions contemplated hereby and (iii4) permit the other party to review any material communication given by it to, and consult with each other in advance, as reasonableadvance of meeting with, any proposed written communication Governmental Entity or, in connection with any proceeding by a private party, with any other Person and, to the FCC, State PUC, Public Right-of-Way Licensor extent permitted by such Governmental Entity or other Governmental Authority. In Person, give the event there are any petitions for reconsideration, appeals or similar filings made seeking other party the opportunity to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider attend and participate in such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsmeetings and conferences.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (Buyer and the Seller shall cause the Company to) will use its commercially reasonable efforts to take, or cause to be takentaken (including by their respective Affiliates), all actions and to do, or cause to be donedone (including by their respective Affiliates), all things necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement, including Agreement and the Transaction Documents; provided that in no event shall the commercially reasonable efforts of any party hereunder be deemed to include any such party being required to (i) prosecuting enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Telecom Regulatory Applications in good faith and transactions contemplated hereby or (ii) divest or otherwise hold separate (including by establishing a trust or otherwise) or to take any other action (or otherwise agree to do any of the foregoing) with due diligence before the FCCrespect to any of Buyer’s, the State PUCs and Company’s, any of the Public Right-of-Way LicensorsCompany’s Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties. Seller shall, and shall cause each Company to, use commercially reasonable efforts to (A) obtain any third party consents and make any other notifications that may be required in connection therewith shall with the transactions contemplated by this Agreement or the Transaction Documents (without payment of any money) and (B) assist Buyer (without payment of any money) to obtain satisfactory title insurance for the Owned Real Property (e.g., title affidavits and authorizations). Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Companies to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information desirable in order to obtain consummate or implement expeditiously the FCC Consents, transactions contemplated by this Agreement. Holdco shall effect the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicableHoldco Charter Amendment prior to Closing, and (ii) preparing shall take any and filing all actions as promptly as practicable with any Governmental Authority all documentation may be necessary or appropriate in order to give effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, to the extent practicable and permitted by applicable foregoing under Applicable Law, the parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other party of any communication (other than non-substantive communications) to that party from any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreementherein provided, each of the parties hereto shall (and the Seller shall cause the Company to) use its commercially reasonable best efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request of Buyer, including (i) prosecuting each of Seller and the Telecom Regulatory Applications in good faith Company shall cooperate with Buyer and with due diligence before use its reasonable best efforts to obtain each third-party consent and approval required under each of the FCCContracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the State PUCs Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with the Telecom Regulatory Applicationsobtaining such consents, including furnishing the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain HSR Act within two Business Days of the FCC Consents, the State PUC Consents date hereof and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all documentation steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect all necessary filingsthe dissolution of, noticesany injunction, petitionstemporary restraining order or other Order in any Proceeding, statementswhich would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, registrationsin no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, submissions to enter into any consent decree, to make any divestiture of informationany interest in any real property, applications and other documentsleasehold or intellectual property or to accept any operational restriction, or taking to offer or to take any other required action. In addition, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the extent practicable transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Buyer, Seller and permitted the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by applicable Law, the parties hereto this Agreement. Each party shall use their commercially reasonable efforts to (iA) promptly notify the other party of any written or oral communication (other than non-substantive communications) to that party from any Governmental Authority the FTC, the Antitrust Division or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, as reasonableand to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any proposed filing made with, or written communication materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to the FCCthis Agreement, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are except that any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant materials concerning one party’s valuation of the FCC Consent other party or grant of any State PUC Consent or Public Right-of-Way Consentthe transactions contemplated by this Agreement, or if the FCCany party’s material financial information, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsmay be redacted.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein provided, each of Purchaser and Seller shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, each of the parties hereto in which case such different standard shall (and the Seller shall cause the Company toapply) use its commercially reasonable efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary reasonably necessary, proper or desirable advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents. Each of Seller and Purchaser shall use reasonable best efforts to obtain the Consents or waivers, as applicable, of all Governmental Authorities, including, without limitation, the Consents and waivers contemplated by Section 9.1(c) and (d) in connection with the transactions contemplated by this Agreement and the Transaction Documents. Seller shall, and shall cause the Company to, use reasonable best efforts to obtain the Consents or waivers, as applicable, of other third parties, necessary to the consummation of the transactions contemplated by this Agreement and the Transaction Documents. All costs incurred in connection with obtaining such Consents and waivers shall be borne by the party incurring them. Without limiting the generality of the foregoing, as promptly as practicable after the date of this Agreement, Purchaser shall make an appropriate filing, if necessary, pursuant to the Competition Act with respect to the transactions contemplated by this Agreement, including and Seller shall make an appropriate filing pursuant to the Subsoil Use Law. Each of Purchaser and Seller shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the Competition Act or the Subsoil Use Law. Without limiting the foregoing, Seller and Purchaser (i) prosecuting the Telecom Regulatory Applications in good faith shall reasonably cooperate and consult with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required each other in connection with the Telecom Regulatory Applicationsmaking of all filings, including furnishing notifications and any other material actions pursuant to the this Section 8.3, including, subject to applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents Law and the Public Right-of-Way Consents as expeditiously as practicableparties’ reasonable understanding of Competition Agency and Ministry of Oil and Gas policy with regard thereto, by permitting counsel for the other party a reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any filings or submissions to any Governmental Authority and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (iiand its advisors) preparing and filing as promptly as practicable with any Governmental Authority all documentation and any other information supplied by such party and such party’s Subsidiaries to effect all necessary filingsa Governmental Authority or received from such a Governmental Authority in connection with the transactions contemplated by this Agreement, notices, petitions, statements, registrations, (ii) shall furnish to the other party such information and assistance as such other party reasonably may request in connection with the preparation of any submissions of information, applications and other documentsto, or taking agency proceedings by, any other required action. In additionGovernmental Authority in connection with the transactions contemplated by this Agreement, to the extent practicable and permitted by applicable Law, the parties hereto (iii) shall use their commercially reasonable efforts to (i) promptly notify inform the other party of any communication communications with, and written inquiries or requests for information from, such Governmental Authorities in connection with the transactions contemplated by the Agreement and (other than non-substantive communicationsiv) to that party from any Governmental Authority or any other party shall consult with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable in advance of any meeting or conference, whether in person or by telephone, with any such Governmental Authority or, in connection with any proceeding by a private party, with any other Person. Purchaser shall cause the Company to notify the Competent Authority of the Closing within five (5) days after the Closing occurs. Notwithstanding anything to the first party to attend contrary in this Agreement, Purchaser and participate in substantive meetings its Affiliates may enter into or complete any transactions (telephonic including any merger or otherwiseacquisition) with during or after the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit period from the other party to review in advance, as reasonable, any proposed written communication to date of this Agreement through the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant earlier of the FCC Consent or grant Closing Date and the termination of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionsthis Agreement.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall (Parent, each Merger Sub, Seller and the Seller shall cause the Company to) Acquired Companies will use its commercially reasonable efforts to take, or cause to be takentaken (including, in the case of Seller and each Company, by causing the other Acquired Companies to take), all actions and to do, or cause to be done, all things necessary or desirable under applicable Applicable Laws to consummate the transactions Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. contemplated by this Agreement, including using commercially reasonable efforts to (i) determine whether any action by or in respect of, or filing with, any Governmental Authority is required in connection with the consummation of the transactions contemplated by this Agreement, including (i) prosecuting the Telecom Regulatory Applications in good faith and with due diligence before the FCC, the State PUCs and the Public Right-of-Way Licensors, and in connection therewith shall take such actions as may be necessary or reasonably required in connection with the Telecom Regulatory Applications, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing supply as promptly as practicable additional information and filing documentary material that may reasonably be requested pursuant to the HSR Act, (iii) prepare and file as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking take any other required actionaction and (iv) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that neither Parent nor any of its Affiliates shall be obligated to (and, without Parent’s prior written consent, no Acquired Company shall) (A) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, (B) divest, license, dispose of, transfer or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of its or its Affiliates’ or any Acquired Company’s businesses, assets or properties, (C) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority or (D) agree to do any of the foregoing. In additionNotwithstanding the foregoing, at the written request of Parent, Seller and each Company shall, and shall cause the other Acquired Companies to, agree to take any of the actions described in the previous sentence to the extent practicable such action is conditioned upon the occurrence of the Closing. With respect to (and without expanding) the foregoing, each of Parent, each Merger Sub, Seller and each Company agree to execute and deliver, or cause to be executed and delivered (including, in the case of Seller and each Company, by causing the other Acquired Companies to execute and deliver), such other documents, certificates, agreements and other writings as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the other Transaction Documents. To the extent permitted by applicable Applicable Law, the parties hereto each of Parent, each Merger Sub, Seller and each Company shall use their commercially reasonable efforts to (i) promptly notify the other party parties hereto of any written notice or oral communication (other than non-substantive communications) to that party from any Governmental Authority in connection with the transactions contemplated by this Agreement or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to attend Transaction Documents, and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant shall provide a copy of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actionswritten notice.

Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each of Parent, the parties hereto shall (Merger Subs and the Seller shall cause the Company to) Acquired Companies will use its commercially reasonable efforts to take, or cause to be takentaken (including, in the case of the Company, by causing the other Acquired Companies to take), all actions and to do, or cause to be done, all things necessary or desirable under applicable Applicable Laws to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to (i) prosecuting the Telecom Regulatory Applications determine whether any action by or in good faith and with due diligence before the FCCrespect of, the State PUCs and the Public Right-of-Way Licensorsor filing with, and in connection therewith shall take such actions as may be necessary or reasonably any Governmental Authority is required in connection with the Telecom Regulatory Applicationsconsummation of the transactions contemplated by this Agreement, including furnishing to the applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the FCC Consents, the State PUC Consents and the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing supply as promptly as practicable any additional information and filing documentary material that may be requested pursuant to any Applicable Law in connection with the transaction contemplated by this Agreement, (iii) prepare and file as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking take any other required action. In additionaction (including (A) with respect to the Acquired Companies, making all filings with the relevant Governmental Authorities of change in control applications in connection with the acquisition of Company Trust Subsidiaries no later than Applicable Law with respect to the Acquired Companies requires and (B) with respect to each of the parties hereto, preparing and making all filings and notifications required of them under applicable Money Transmitter Laws and Virtual Currency Business Laws in connection with the transactions contemplated hereby) and (iv) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that neither Parent, nor any Acquired Company, nor any of their Affiliates shall be obligated to (and, without Parent’s prior written consent, no Acquired Company shall agree to do any of the following specifically in pursuit of or in satisfaction of a condition for any approval from a Governmental Authority), and “commercially reasonable efforts” will in no event require, or be construed to require, Parent, any Acquired Company or any of their Affiliates to (A) enter into any settlement, undertaking, consent decree, stipulation or Contract with any Governmental Authority, (B) litigate, defend, challenge or take any action with respect to any Action by any Person, including any Governmental Authority (including taking any steps or actions to defend against, vacate, modify or suspend any injunction or Order, including any injunction related to a private cause of action that would prevent consummation of the transactions contemplated by this Agreement or any other Transaction Document), (C) agree, propose, negotiate, offer or commit to divest, license, lease, dispose of, transfer, encumber or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of its, any Acquired Company’s or any of their respective Affiliates’ businesses, operations, product or service lines, assets or properties, (D) terminate or modify existing relationships, contractual rights or obligations of the affected party or any of its respective Affiliates, (E) take or commit to take actions that after the Condition Satisfaction Date would limit the affected party’s or any of its Affiliates’ freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of any of their businesses, operations, product or service lines, assets or properties, or (F) agree to do any of the foregoing, in each case, in connection with the transactions contemplated hereby and by the other Transaction Documents, in each case, to the extent practicable that taking any of the actions described in the preceding clauses (A) through (F) would reasonably be expected to be adverse, in any material respect, to Parent and permitted by applicable Lawits Affiliates or the Acquired Companies (any of the actions described in this proviso, a “Burdensome Condition”). Notwithstanding the foregoing, at the written request of Parent, the parties hereto Company shall, and shall use their commercially reasonable efforts cause the other Acquired Companies to, agree to take any of the actions described in the previous sentence to the extent such action is conditioned upon the occurrence of the Closing. With respect to the foregoing, each of the Parent Parties and the Company agree to execute and deliver, or cause to be executed and delivered (i) including, in the case of the Company, by causing the other Acquired Companies to execute and deliver), such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the other Transaction Documents. Each of the Parent Parties and the Company shall promptly notify the other party parties hereto of any communication (other than non-substantive communications) to that party written notice from any Governmental Authority in connection with the transactions contemplated by this Agreement or the other Transaction Documents. For the avoidance of doubt, (x) neither the Company nor any of the Parent Parties are making any representation or warranty as to the receipt or the likelihood of receiving any approval, consent, registration, permit, authorization or any other party confirmation from any Governmental Authority in connection with respect to the Telecom Regulatory Applicationstransactions contemplated by this Agreement or the other Transaction Agreements, and (y) that clauses (A) and (F) above do not limit the ability of Parent, any Acquired Company or any of their Affiliates, as applicable, (ii) permit a representative of to enter into capital and liquidity support agreements that the other party reasonably acceptable to the first party to attend and participate OCC may require in substantive meetings (telephonic or otherwise) connection with the FCCability of BitGo Trust Company, any State PUC or Public Right-of-Way Licensor or other Governmental Authority Inc. to obtain an OCC Trust Charter and (iii) permit the other party to review in advance, conduct business as reasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authoritya national trust bank. In the event there are any petitions for reconsideration, appeals or similar filings made seeking to overturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or if the FCC, or a State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions.112