Common use of Notices and Consents Clause in Contracts

Notices and Consents. The Seller, at its expense, will, and will cause each of the Company and the Company Subsidiaries to, give any notices to third parties, and to use its or their reasonable best efforts to obtain any third-party consents, that the Buyer may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act.

Notices and Consents. The Seller, at its expense, (i) Sellers will, and will cause each of their Affiliates (including the Company and the Company Subsidiaries Targets) to, at Sellers’ expense, give any notices to third parties, and to will use its or their reasonable best efforts to obtain any third-party consents, that the Buyer may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller willefforts, and will cause each such Affiliate to use its reasonable best efforts, at Sellers’ expense, to obtain all third-party consents that may be or may become reasonably necessary, proper or advisable to be obtained by Sellers or their Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including those referred to in Section 4(c) above, the Lease Consents, and the items set forth in Section 5(b) of the Company and the Company Subsidiaries to, take any and all actions to obtain such consentsSellers Disclosure Schedule. Each of the parties Parties will (and the Seller Sellers will cause each of the Company and the Company Subsidiaries Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any authorizationsGovernmental Approvals, consentsin each case, and approvals of, Governmental Authorities that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated by this Agreementhereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals, provided, however, in no event will any Party be required to disclose to any other Party any proprietary or commercially sensitive information in respect of itself or its Affiliates, or any personally identifiable information. Without limiting the generality of the foregoingSubject to Section 5(b)(v), each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will Parties shall use its reasonable best efforts to obtain to: (and the Seller will cause each I) resolve any objections of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would adversely impact the respective businesses of the Buyer prevent, prohibit, restrict or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Actgranting any necessary consent or approval, including asset divestitures or conduct-limiting conditions.

Notices and Consents. The (a) Each of the Parties shall use commercially reasonable efforts to (i) obtain from any Governmental Body any Consents or Permits (including Environmental Permits) required to be obtained or made by Buyer or Seller, at its expenseor to avoid any Proceeding by, will, and will cause each of the Company and the Company Subsidiaries to, give any notices to third parties, and to use its or their reasonable best efforts to obtain any third-party consents, that the Buyer may reasonably request Governmental Body in connection with the matters referred authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) as promptly as practicable, and in any event no later than fifteen (15) Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, with respect to in Section 3.3 and Section 5.4this Agreement required under any applicable Law, including the Xxxx-Xxxxx-Xxxxxx Act; provided, however, that the Parties shall cooperate with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities other in connection with the consummation making of all such filings, and each Party will (and, if applicable, will cause its appropriate Affiliates to) use its commercially reasonable efforts to cause the expiration of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be waiting period required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, Xxxx-Xxxxx-Xxxxxx Act (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an including pursuing early termination of the applicable such waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith); provided, howeverfurther, that neither the Buyer nor any of its Affiliates nothing in this Section 4.2(a) shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer require either Party or any of its respective Affiliates to (1) agree to sell, divest, license, dispose of or hold separate any assets or businesses, or otherwise take or commit to take any action that would otherwise reduce the benefits could limit its freedom with respect to, or its ability to retain, one or more of its businesses, product lines or assets, (2) agree to the requirement of expenditure of money by Buyer or Seller to a Third Party in exchange for any of its Affiliates resulting from Consent, or (3) litigate, pursue or defend against any Proceeding (including any temporary restraining order or preliminary injunction) challenging the consummation Transactions as violative of the transactions contemplated Xxxx-Xxxxx-Xxxxxx Act. Buyer and Seller shall promptly furnish to each other all information reasonably required for any application or other filing to be made by the other in connection with the Transactions pursuant and subject to the rules and regulations of any applicable Law. Except as required or permitted by this Agreement, the Parties shall not knowingly take any action, or knowingly refrain from taking any action, the effect of which would be to delay or impede the ability of the Parties to consummate the Transactions. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings filing fees under the HSR ActXxxx-Xxxxx-Xxxxxx Act and any applicable non-U.S. competition Laws shall be borne by Buyer.

Notices and Consents. The Seller, at its expense, will, Each of the Parties will (and HarnCo and Sellers will cause each of the Company Companies and the Company their Subsidiaries to, ) give any notices to third parties, and to each of the Parties will (and HarnCo and Sellers will cause each of the Companies and their Subsidiaries to) use its or their commercially reasonable best efforts to obtain any third-third party consents, that the Buyer other Party may reasonably request in connection with the matters referred to in Section 3.3 transactions contemplated by this Agreement. Each of the Parties will (and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B) HarnCo and Schedule 5.4(B), the Seller will, and Sellers will cause each of the Company Companies and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company their Subsidiaries to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities of governments and governmental agencies in connection with the consummation of the transactions contemplated by this Agreementmatters referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above. Without limiting the generality of the foregoing, each of the parties (a) Parties will file (and the Seller will cause each within 15 business days of the Company date of this Agreement any Notification and the Company Subsidiaries to file) any notification, report forms Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act. Each of the Parties will promptly make any other merger, anti-trust or similar filings which may be required in other jurisdictions. The Parties will (i) supply promptly any additional information and documentary material that may be requested in connection with such filings, (bii) will use its commercially reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination (if available) of the any applicable waiting periodperiods, and (ciii) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; providedtherewith and (iv) take all commercially reasonable actions necessary to obtain all required clearances. Prior to Closing, however, that neither the Buyer nor any Employment Agreements with U.S. employees shall be assigned from HarnCo to MHE (or one of its Affiliates Subsidiaries), and HarnCo shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of released from its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Actobligations thereunder.

Notices and Consents. The Seller, at its expense, will, and will cause each of the Company and the Company Subsidiaries to, give any notices to third parties, and to use its or their reasonable best efforts to obtain any third-party consents, that the Buyer may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties Parties will (and the Seller will cause each of the Company Target and the Company Subsidiaries each Target Subsidiary to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents, and approvals of, of Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreementmatters referred to in §3(a)(ii), §3(b)(ii) and §4(c) above. Without limiting the generality of the foregoing, each of the parties (a) Parties will file (and the Seller will cause each of the Company Target and the Company Target’s Subsidiaries to fileto) (i) make any notification, report forms and related material filings that it they may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR ActXxxx-Xxxxx-Xxxxxx Act or other antitrust laws, (b) will use its commercially reasonable best efforts to obtain (and the Seller will cause each of the Company Target and the Company Target’s Subsidiaries to use its commercially reasonable best efforts to obtain) an early termination of a waiver from the applicable waiting period, and (c) will make (and the Seller will cause each of the Company Target and the Company Target’s Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable reasonably necessary in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or and (ii) file any required forms, filings or reports that they may be required to any condition imposed by file to obtain the DOI Approvals and use commercially reasonable efforts to obtain the DOI Approvals. The initial filing with respect to each Form A approval required from any Governmental Authority that would adversely impact shall be made promptly (and in any event no later than September 12, 2014). Subject to the respective businesses terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this §5, each of Seller, Target and Buyer shall cooperate with each other and use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to promptly provide to a Governmental Authority non-privileged information, documents or any of its Affiliates or testimony requested by such Governmental Authority that would otherwise reduce the benefits are required in order to the Buyer or any of its Affiliates resulting from the permit consummation of the transactions contemplated by this Agreement. The parties shall consult with Subject to applicable Laws relating to the sharing of information, each other of Seller, Target and keep the other parties informed of the status of the matters referred to in this Section 6.4 andBuyer shall, except to the extent confidential treatment has been given reasonably practicable, promptly notify each other of any communication it receives from any Governmental Authority, permit the other party to review in advance any proposed communication by such party to any document filed Governmental Authority and provide each other with copies of all correspondence, filings or communications between such party or any of its representatives, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement; provided, however, that nothing in §5(a) and §5(b) shall require either Seller or Buyer to provide or cause to be provided to the other confidential information submitted to any Governmental Authority or the portions of notices or other communications received from or with Governmental Authority relating or referring to confidential information. To the extent reasonably practicable, Buyer shall not agree to participate in any meeting with any Governmental Authority, or submit any request to engage in any discussions with a Governmental Authority pursuant with respect to holding or participating in any meeting with such Governmental Authority, in each case relating to the matters that are the subject of this Section 6.4Agreement unless it consults with Seller and Target in advance and, to the extent permitted by such Governmental Authority, gives Seller and Target the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, Seller, Target and Buyer shall provide coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses may reasonably request in connection with filings the foregoing (including in seeking early termination of any applicable waiting periods under the HSR Xxxx-Xxxxx-Xxxxxx Act); provided, however, that the foregoing shall not require Seller, Target, any Target Subsidiary, Buyer or any of their respective Affiliates (i) to disclose any information that in the reasonable judgment of Seller, Target, such Target Subsidiary, Buyer or any of their respective Affiliates (as the case may be) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or (ii) to disclose any privileged information or confidential competitive information of Seller, Target, any Target Subsidiary, Buyer or any of their respective Affiliates. Neither Party shall be required to comply with any provision of §5(a) and §5(b) to the extent that such compliance would be prohibited by applicable Laws. Notwithstanding anything to the contrary set forth in §5(a) and §5(b), or any other section of this Agreement, none of Seller, Buyer or any of their respective Affiliates shall be required to, and Target and its Subsidiaries may not, without the prior written consent of Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order (i) to sell, license, assign, transfer, divest, hold separate or otherwise dispose of any material assets, business or portion of a business of any of Seller, Target, Buyer, or any of their respective Subsidiaries or Affiliates, or (ii) which imposes any material restriction, requirement or limitation on the operation of the business or portion of the business of Seller, Target, Buyer or any of their respective Subsidiaries or Affiliates.

Notices and Consents. The Seller(a) Sellers will give, at its expense, will, and or will cause each of the Company and the Company Subsidiaries toto be given, give any notices to third parties, and to each of the Parties will use its or their commercially reasonable best efforts to obtain any third-third party consentsconsents or sublicenses, that the Buyer may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.45.5(a) of the Disclosure Schedule or as are otherwise required to consummate the transactions contemplated hereby; provided, however, that with respect (i) except as to the third-party consents identified on Schedule 3.3(BAffected Unions and Affected Labor Agreements, Sellers shall control all correspondence and negotiations with third parties regarding any such matters, (ii) and Schedule 5.4(B), the Seller will, and will cause each of neither the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates Subsidiaries shall be required to pay any consideration therefor, (iii) Sellers shall not be obligated to agree initiate any Proceedings to obtain such consent or approval, and (iiv) Buyer shall pay any reasonable costs, or bear any reasonable effects as a result of amendments or modifications to any Transferred Contract, in either case as is necessary to obtain such consent or sublicense, and if Buyer refuses to pay such costs, such Acquired Asset shall be excluded from the transactions hereunder and there shall be no adjustment to the Purchase Price on account of such exclusion and Buyer will indemnify Sellers for any Damages as a result thereof, including any Damages from any inability of either Seller (including any Subsidiary of any Seller) to divest any of their respective assets or any perform under a Contract that otherwise would be a Transferred Contract as a result of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the other transactions contemplated by this Agreementhereby and would not otherwise be a general unsecured claim against Sellers’ estates. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act.(b)

Notices and Consents. The Seller, at its expense, will, and Each Party will cause each of the Company and the Company Subsidiaries to, give any notices to third parties, and to use its or their reasonable best efforts to obtain any third-party consents, that the Buyer may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents, and approvals of, consents of Governmental Authorities and other Persons, if any, required in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable herein including in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 andSections 3.3 and 4.3, except respectively, and to use such Party’s commercially reasonable efforts to agree jointly on a method to overcome any objections by any Governmental Entity to the extent confidential treatment has been given to any document filed transactions contemplated herein. The parties shall cooperate with a Governmental Authority pursuant to this Section 6.4each other in connection with the making of all such filings or responses, shall provide the other party with including providing copies of all such documents prepared to the other Party and its advisors prior to filing or responding. Nothing in this Section 5.1 will require that Parent or its Affiliates divest, sell, or hold separately any of its assets or properties, nor will this Section 5.1 require that Parent, its Affiliates, or the Company take any actions that could affect the normal and regular operations of Parent, its Affiliates, or the Surviving Company after the Closing Each of the Parent, on its behalf the one hand and all correspondence relating thereto. Each party will bear its own costs and expenses the Company, on the other hand, shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger; (ii) any notice or other communication from any Governmental Authority in connection with the Merger or any Party’s filings under the HSR Exchange Act; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Parent or the Company that relate to the consummation of the Merger. Each of the Parent and the Company will use commercially reasonable efforts to promptly notify the other if, in the course of such Party’s investigations with respect to the other, such Party obtains Knowledge that any representation or warranty of the other is, or is reasonably expected to be, untrue or inaccurate so as to have a Material Adverse Effect.

Notices and Consents. The Seller, at its expense, willCompany shall, and Sellers will cause each of the Company and the Company Subsidiaries to, give any notices to third parties, parties and will cause the Company to use its commercially reasonable efforts to obtain the third-party consents set forth in or contemplated by Sections 3(a) and 4(c) (unless otherwise indicated on Section 4(c) of the Disclosure Schedule). Buyer will give any notices to the third-parties and will use commercially reasonable efforts to obtain the third-party consents set forth on Annex II or contemplated by Section 3(b). Each of the Parties will give any notices to, make any filings with and use their respective commercially reasonable best efforts to obtain any third-party consentsauthorizations, that the Buyer may reasonably request consents and approvals of Governmental Entities in connection with the matters referred to in Section 3.3 and Section 5.4; providedSections 3(a)(ii), however, that with respect to the third-party consents identified on Schedule 3.3(B3(b)(iii) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to4(c)(i) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreementabove. Without limiting the generality of the foregoing, within ten (10) Business Days after the date hereof, each of the parties (a) Parties will file (any Notification and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms Report Forms and related material that he, she or it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Hart-Scott-Rodino Act, (b) or any similar reports required to be filed wixx xxx xxxxxxx xxrisdiction, will use his, her or its commercially reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of a waiver from the applicable waiting period, period and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, proper or advisable in connection therewith; provided. Notwithstanding anything to the contrary contained in this Agreement, however, that neither the Buyer nor any of its Affiliates shall be obligated required to agree hold separate (iincluding by trust or otherwise) to or divest any of their respective businesses or assets or any of the assets being acquired under this Agreement or (ii) agree to any condition imposed by any Governmental Authority that would adversely impact limitation on the operation or conduct of their respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits with respect to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other obtaining such authorization, consents, approvals and keep the other parties informed of the status of the matters waivers referred to in this Section 6.4 and, except 5(b). Sellers shall submit to the extent confidential treatment has been given New Jersey Department of Environmental Protection ("NJDEP"): (a) within five (5) Business Days of execution of this Agreement, an Initial Notice under ISRA (the "GIN"); and (b) no later than ten (10) Business Days after the execution of this Agreement, a request for Expedited Review with supporting documentation, which shall include, but not be limited to any document filed with (i) the previously submitted December 23, 2002 Preliminary Assessment, (ii) a Governmental Authority pursuant Negative Declaration Affidavit, and (iii) the NJDEP Entire Site Unrestricted Use No Further Action Letter and Covenant Not to this Section 6.4Sue dated January 6, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act2003.

Notices and Consents. The Seller, at its expense, will, (i) Parent and Seller will cause each of the Company HOST and the Company its Subsidiaries to, to give any notices to third parties, and will cause each of HOST and its Subsidiaries to use its or their commercially reasonable best efforts to obtain (i) any third-party consentsconsents referred to in §4(c) above, that (ii) the Buyer may reasonably request Lease Consents, and (iii) the Lenders’ Consent, and (except for any filing fees required to be paid in connection with any notice or filing required under the matters referred to in Section 3.3 Xxxx-Xxxxx-Xxxxxx Act, which cost shall be equally divided between the Buyer and Section 5.4; provided, however, that with respect to Seller) Seller shall be responsible for the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each cost of the Company and the Company Subsidiaries to, take any and all actions to obtain obtaining such consents. Each of the parties Parties will (and the Seller will cause each of the Company HOST and the Company its Subsidiaries to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities of governments and governmental agencies in connection with the consummation of the transactions contemplated by this Agreementmatters referred to in §3(a)(ii), §3(b)(ii), and §4(c) above. Without limiting the generality of the foregoing, each of the parties (a) Parties will file (and the Seller will cause each of the Company HOST and the Company its Subsidiaries to file) any notification, report forms Notification and Report Forms and related material that he, she, or it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Xxxx-Xxxxx-Xxxxxx Act, (b) will use its commercially reasonable best efforts to obtain (and the Seller will cause each of the Company HOST and the Company its Subsidiaries to use its their commercially reasonable best efforts to obtain) an early termination a waiver of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company HOST and the Company its Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable necessary in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will Party agrees to bear its own costs and expenses in connection with filings any notice or filing required under the HSR ActXxxx-Xxxxx-Xxxxxx Act and the applicable filing fee under the Xxxx-Xxxxx-Xxxxxx Act shall be equally divided between, and paid by, the Buyer and Seller. Subject to the terms and conditions provided in this Agreement, each of the Parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and to cooperate with each of the other Parties in connection with the foregoing, including to furnish to each other such information and assistance and to consult with respect to the terms of any registration, filing, application or undertaking as may be reasonably requested in connection with the filings described in the foregoing sentence.

Notices and Consents. The Seller, at its expense, will, and will (i) Seller shall use commercially reasonable efforts to cause each of the Company NLC and the Company its Subsidiaries to, to give any notices to third parties, and shall cause each of NLC and its Subsidiaries to use commercially reasonable efforts to obtain any third party consents, referred to in the items set forth in Section 5(b) of the Seller Disclosure Letter. Each of the Parties will (and Seller will cause each of NLC and its or their Subsidiaries to) make any necessary Governmental Filings, and use reasonable best efforts to obtain any third-party consentsGovernmental Approvals (including, that the Buyer may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; providedwithout limitation, however, that with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Xxxx-Xxxxx-Xxxxxx Act, (b) will use its reasonable best efforts if Buyer elects to obtain (file a notification thereunder, and the Seller will cause each Texas Department of the Company and the Company Subsidiaries to use its reasonable best efforts to obtainInsurance) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessaryor become necessary for their respective execution and delivery of, properthe performance of their respective obligations pursuant to, or advisable in connection therewithand the consummation of the Transaction, and, as applicable, the Carrier Entities Transaction, and shall take all actions as may be requested by any such Governmental Authorities to obtain such Governmental Approvals; provided, however, that neither the Buyer nor in no event shall any of its Affiliates shall be obligated to agree (i) to divest Party or RIH or any of their respective assets Affiliates be required to agree to (A) the divestiture of any business or entity, (B) any of the assets being acquired under this Agreement or (ii) to any condition requirement imposed by any a Governmental Authority that would adversely impact the respective businesses of the Buyer reasonably be expected to have a Business Material Adverse Effect or (C) take or refrain from taking any of its Affiliates action or to become subject to any condition, limitation, restriction or requirement that would otherwise reduce the benefits reasonably be expected to the Buyer or any result in a Burdensome Condition. For purposes of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act.“

Notices and Consents. The Seller, at its expense, willEach of the Sellers shall, and will shall cause each of the Company Target Companies and the Company their Subsidiaries to, give any notices to third parties, and to shall, and shall cause each of the Target Companies and their Subsidiaries to, use its or their commercially reasonable best efforts to obtain any third-third party consents, that the Buyer may reasonably request in connection with the matters consents referred to in Section 3.3 and Section 5.4; provided, however, that with respect 4(c) of the Disclosure Schedule. Subject to the third-party consents identified on Schedule 3.3(B) terms and Schedule 5.4(B)conditions herein, the Seller willParties agree to use their commercially reasonable efforts to take, and will or cause each of the Company and the Company Subsidiaries toto be taken, take any and all actions necessary to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities in connection with the consummation of expeditiously consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to make all necessary domestic and foreign government filings, including filings under the Hxxx-Xxxxx-Xxxxxx Act, respond to government requests for information, and obtain all necessary governmental, judicial or regulatory actions or non-actions, orders, waivers, consents, clearances, extensions and approvals. Without limiting If any suit or other action is threatened or instituted by any Governmental Entity or other entity challenging the generality validity or legality, or seeking to restrain the consummation of the foregoingtransaction contemplated by this Agreement, the Parties shall use commercially reasonable efforts to avoid, resist, resolve or, if necessary, defend such suit or action. The filing fees under the Hxxx-Xxxxx-Xxxxxx Act and any other antitrust, competition, communications or other law applicable to the transactions contemplated by this Agreement, as well as the fees and disbursements of any legal counsel or other advisor jointly retained by the Parties in connection with any such filings, shall be borne equally by each of Buyer and Seller. Notwithstanding anything contained in this Agreement to the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notificationcontrary, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated required to offer or agree (i) to divest enter into any agreements or arrangements, including agreements or arrangements to sell, license or otherwise dispose of, or hold separate or otherwise divest, all or any part of the assets or businesses of any of their respective Buyer, its Affiliates, the Target Companies or the Acquired Assets (other than agreements or arrangements that solely relate to those assets or businesses that are, individually or in the aggregate, immaterial in relation to the assets of the Business as of the date of this Agreement) or otherwise limit, in any material respect, the conduct or operation of the business of any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Actforegoing Persons.

Notices and Consents. The SellerEach Party will give any notices (and cause -------------------- each of its Subsidiaries, at if any, to give any notices) to third parties, and each Party will use its expense, will, reasonable efforts to obtain (and will cause each of the Company and the Company Subsidiaries toits Subsidiaries, give any notices to third partiesif any, and to use its or their reasonable best efforts to obtain obtain) any third-third party consentsconsents including the Required Consents of Seller and the Required Consents of Buyer, that the Buyer other Party reasonably may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; providedSection3(a)(iii), however, that with respect to the third-party consents identified on Schedule 3.3(BSection3(b)(iii) and Schedule 5.4(B), Section4(c) above and the Seller will, related Disclosure Schedule. Each of the Parties will (and will cause each of the Company and the Company Subsidiaries toits Subsidiaries, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries if any, to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities of governments and governmental agencies in connection with the consummation of matters referred to in Section3(a)(iii), Section3(b)(iii) and Section4(c) above and the transactions contemplated by this Agreementrelated Disclosure Schedule. Without limiting the generality of the foregoing, each of the parties (a) Parties will file (and the Seller will cause each of the Company and the Company Subsidiaries its Subsidiaries, if any, to filefile as applicable) any notification, notification and report forms and related material that it may be required to file with the Internal Revenue Service, the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR ActXxxx-Xxxxx-Xxxxxx Act or otherwise, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries its Subsidiaries, if any, to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries its Subsidiaries, if any, to makeuse its reasonable efforts to obtain) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act.

Notices and Consents. The Seller, at its expense, will, and will cause each 5.2.1 Promptly following the date of this Agreement until the earlier of the Company and Closing Date or the Company Subsidiaries totermination of this Agreement, the Seller will give any notices to third partiesThird Parties, and to will use its or their commercially reasonable best efforts to obtain any third-party the Third Party consents, that the Buyer may reasonably request required under any Assigned Contract in connection with the matters referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each consummation of the Company and transactions contemplated by this Agreement, or otherwise required to prevent a Material Adverse Effect from occurring prior to or after the Company Subsidiaries to, take any and all actions to obtain such consentsClosing. Each of the parties Parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) promptly give any notices to, make any filings with, and use its all commercially reasonable best efforts to obtain any authorizations, consents, and approvals of Governmental Authorities, including consents to, or approval of, Governmental Authorities the assignment or transfer of the Licenses and Permits. Each Party hereto shall (i) make the filings required of it or any of its Affiliates under the HSR Act and any other applicable antitrust or competition laws outside the United States in connection with this Agreement and the consummation transactions contemplated hereby no later than the tenth (10th) Business Day following the date hereof, (ii) comply at the earliest practicable date and after consultation with the other Party hereto with any request for additional information or documentary material received by it or any of its Affiliates from the FTC or the Antitrust Division, (iii) reasonably cooperate with one another in connection with any filing under the HSR Act (including by providing copies of all such documents to the nonfiling Party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement. Without limiting Agreement initiated by the generality of the foregoingFTC, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division or any other Governmental Authority, and (iv) refrain from making any “early-termination request” in connection with the filings required by it or any of the United States Department of Justice its Affiliates under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable . Notwithstanding anything in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of contrary, in no event shall the Buyer or any of its Affiliates be required, in connection with any demand therefore by any Governmental Authority or that would otherwise reduce the benefits otherwise, to the Buyer agree or commit to (i) divest, hold separate, offer for sale, abandon, limit its operation of or take similar action with respect to any assets (tangible or intangible) or any business interest of its Affiliates resulting from any of them, or (ii) any restrictions or actions that after the consummation Closing Date would limit the freedom of the Business or the Buyer’s businesses, product lines or assets. Each Party hereto shall promptly inform the other parties of any material communication made to, or received by such Party from, the FTC, the Antitrust Division or any other Governmental Authority regarding any of the transactions contemplated by this Agreementhereby. The parties Buyer and the Seller shall consult with each other and keep bear the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings of their respective filings; provided that the Buyer and the Seller shall each pay 50% of the filing fee under the HSR Act.

Notices and Consents. The Seller, at its expense, will, and Parent will cause each of the Company and the Company Subsidiaries to, to give any notices to third parties, and will cause the Company to use its or their commercially reasonable best efforts to obtain any third-third party consents, consents that the Buyer reasonably may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consentstransactions contemplated by this Agreement. Each of the parties Parties will (and the Seller Parent will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any required authorizations, consents, and approvals of, Governmental Authorities of governments and governmental agencies in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties Parties will (ai) will file (and take all action necessary, on or prior to the Seller will cause each date five business days after the date hereof to make the filings required of the Company Buyer and the Company Subsidiaries (or the "ultimate parent entity" of such party) under the Hart-Scott-Rodino Act to fileconsummate the transactions contemplated by xxxx Xxxxxxxxx, (ii) use their commercially reasonable efforts to obtain early termination of the waiting period thereunder and (iii) promptly comply at the earliest practical date with any notificationrequest for additional information received by the Buyer, report forms and related material that it may be required to file with Parent or the Company from the United States Federal Trade Commission and (the "FTC") or the Antitrust Division of the United States Department of Justice (the "DOJ") pursuant to the Hart-Scott-Rodino Act. In addition, each of the Buyer, Parent and thx Xxxxxxx xxxxx (and the "ultimate parent entity" of such party, if applicable, shall) make reasonable efforts to satisfy any antitrust concern raised by the FTC, DOJ or any state attorney general (collectively, the "ANTITRUST AUTHORITIES") and cooperate with the other party in resolving those issues, including but not limited to, providing supplemental information to the Antitrust Authorities with respect to antitrust issues raised by the Antitrust Authorities and making any voluntary presentation to the Antitrust Authorities in order to resolve any antitrust issue raised by such authorities. Without limiting the foregoing, each of the Buyer, Parent and the Company will cooperate with the other party in connection with any filings required under the HSR Hart-Scott-Rodino Act and overcoming any objections, including (x) fxxxxxxxxx xx xxx other party, upon request, such information as shall reasonably be required in connection with the preparation of the party's filings under the Hart-Scott-Rodino Act, (by) will use its with respect to the transactions contemplxxxx xx xxxx Xxxxement, coordinating responses and establishing reasonable best efforts to obtain (schedules and deadlines in connection with resolving any investigation, other inquiry, or legal proceedings commenced by the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, Antitrust Authorities and (cz) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep providing the other parties informed of the status of the matters referred to in this Section 6.4 and, except with any communication received by any governmental entity with respect to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, foregoing. The Buyer shall provide the other party with copies of pay all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses filing fees payable in connection with filings the pre-merger notification filing under the HSR Hart-Scott-Rodino Act.

Notices and Consents. The Seller, at Seller shall give all required notices to its expense, willstockholders and to third parties, and will cause each shall use its best efforts to obtain all required consents, including, without limitation, all Requisite Corporate Approvals and all required consents of Seller's bondholders, all consents required by Nasdaq or any other exchange where Seller's securities may be listed or trading and any other material third-party consents that may be required or that the Transferors reasonably may request, in connection with the transactions contemplated by this Agreement. Each of the Company and the Company Subsidiaries to, Transferors shall give any all required notices to third parties, and to shall use its or their reasonable best efforts to obtain all required consents, including, without limitation, all consents required by counterparties to the Satellite Contracts, regulatory authorities and any other material third-party consentsconsents that may be required or that Seller reasonably may request, that the Buyer may reasonably request in connection with the matters referred transactions contemplated by this Agreement. Within five (5) calendar days following the date of this Agreement, each of the Parties shall file any Notification and Report Forms and related materials that it may be required to in Section 3.3 file with the Federal Trade Commission ("FTC") and Section 5.4; providedthe Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the Hart-Scott-Rodino Act, howeverand shall make any further filings pursxxxx xxxxxxx xxxx may be necessary, proper or advisable. Within five (5) calendar days following the date of this Agreement, each of the Parties shall make all notifications and file all applications and related materials that it may be required to file with the FCC or any other federal, state or foreign government or governmental agency having authority with respect to licenses, permits or authorizations for the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B)use of orbital slots or the provision of communications services or other communications licenses, permits or authorizations in connection with the Seller willtransactions contemplated hereby, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and shall use its reasonable best efforts to obtain any authorizations, at theble date all necessary consents, authorizations and approvals ofapprovals, Governmental Authorities in connection with including FCC Approval for assignment of the MCI FCC License. As promptly as is practicable after the date of this Agreement, each of the Parties shall take any additional action, including, without limitation, the implementation of an Acceptable Alternative Arrangement, and any additional filings, submissions or applications required by the FCC, the FTC and the Antitrust Division, that may be necessary, proper or advisable to effect to the fullest extent feasible the consummation of the transactions contemplated by this Agreement and the Collateral Agreements in connection with any other notices to, filings with, and authorizations, consents and approvals of, governments, governmental agencies and third parties that it may be required to give, make or obtain and shall refrain from taking any action the purpose or effect of which could reasonably be expected to make less likely that such authorizations, consents and approvals will not be given, made or obtained on the terms provided for in this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree party shall: (i) use all reasonable efforts to divest cooperate in all respects with each other in connection with any of their respective assets filing, submission, adversarial proceeding or any of the assets being acquired under this Agreement or timing thereof; (ii) to in connection with any condition imposed investigation or other inquiry, including any proceeding initiated by a private party, keep the other parties informed on a timely basis of any Governmental Authority that would adversely impact material communication received by such party from, or given by such party to, the respective businesses of FTC, the Buyer Antitrust Division, the FCC or any other governmental authority and of its Affiliates any material communication received or that would otherwise reduce the benefits to the Buyer or given in connection with any of its Affiliates resulting from the consummation proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement. The parties shall , and permit any other party to preview any material communication given by or to it; and (iii) consult with each other other, in advance of any meeting or conference with such governmental authorities or, in any proceeding by a private party. The Parties will use their best efforts to obtain such approvals as promptly as possible and, in this regard, provide all information reasonably requested, assist and keep cooperate with one another to make the other parties informed necessary filings and take such steps as may be necessary to secure the non-objection of the status relevant antitrust and regulatory authorities, including FCC Approval for assignment of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR ActMCI FCC License.

Notices and Consents. The Seller, at Seller shall give all required notices -------------------- to its expense, willstockholders and to third parties, and will cause each shall use its best efforts to obtain all required consents, including, without limitation, all Requisite Corporate Approvals and all required consents of Seller's bondholders, all consents required by Nasdaq or any other exchange where Seller's securities may be listed or trading and any other material third-party consents that may be required or that the Transferors reasonably may request, in connection with the transactions contemplated by this Agreement. Each of the Company and the Company Subsidiaries to, Transferors shall give any all required notices to third parties, and to shall use its or their reasonable best efforts to obtain all required consents, including, without limitation, all consents required by counterparties to the Satellite Contracts, regulatory authorities and any other material third-party consentsconsents that may be required or that Seller reasonably may request, that the Buyer may reasonably request in connection with the matters referred transactions contemplated by this Agreement. Within five (5) calendar days following the date of this Agreement, each of the Parties shall file any Notification and Report Forms and related materials that it may be required to in Section 3.3 file with the Federal Trade Commission ("FTC") and Section 5.4; providedthe Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the Xxxx-Xxxxx-Xxxxxx Act, howeverand shall make any further filings pursuant thereto that may be necessary, proper or advisable. Within five (5) calendar days following the date of this Agreement, each of the Parties shall make all notifications and file all applications and related materials that it may be required to file with the FCC or any other federal, state or foreign government or governmental agency having authority with respect to licenses, permits or authorizations for the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B)use of orbital slots or the provision of communications services or other communications licenses, permits or authorizations in connection with the Seller willtransactions contemplated hereby, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and shall use its reasonable best efforts to obtain any authorizations, at the earliest practicable date all necessary consents, authorizations and approvals ofapprovals, Governmental Authorities in connection with including FCC Approval for assignment of the MCI FCC License. As promptly as is practicable after the date of this Agreement, each of the Parties shall take any additional action, including, without limitation, the implementation of an Acceptable Alternative Arrangement, and any additional filings, submissions or applications required by the FCC, the FTC and the Antitrust Division, that may be necessary, proper or advisable to effect to the fullest extent feasible the consummation of the transactions contemplated by this Agreement and the Collateral Agreements in connection with any other notices to, filings with, and authorizations, consents and approvals of, governments, governmental agencies and third parties that it may be required to give, make or obtain and shall refrain from taking any action the purpose or effect of which could reasonably be expected to make less likely that such authorizations, consents and approvals will not be given, made or obtained on the terms provided for in this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree party shall: (i) use all reasonable efforts to divest cooperate in all respects with each other in connection with any of their respective assets filing, submission, adversarial proceeding or any of the assets being acquired under this Agreement or timing thereof; (ii) to in connection with any condition imposed investigation or other inquiry, including any proceeding initiated by a private party, keep the other parties informed on a timely basis of any Governmental Authority that would adversely impact material communication received by such party from, or given by such party to, the respective businesses of FTC, the Buyer Antitrust Division, the FCC or any other governmental authority and of its Affiliates any material communication received or that would otherwise reduce the benefits to the Buyer or given in connection with any of its Affiliates resulting from the consummation proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement. The parties shall , and permit any other party to preview any material communication given by or to it; and (iii) consult with each other and keep the other parties informed other, in advance of the status of the matters referred to in this Section 6.4 andany meeting or conference with such governmental authorities or, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with any proceeding by a private party. The Parties will use their best efforts to obtain such approvals as promptly as possible and, in this regard, provide all information reasonably requested, assist and cooperate with one another to make the necessary filings under and take such steps as may be necessary to secure the HSR Actnon-objection of the relevant antitrust and regulatory authorities, including FCC Approval for assignment of the MCI FCC License.

Notices and Consents. The Seller, at its expense, will, and will (i) Sellers shall cause each of the Company NLASCO and the Company its Subsidiaries to, to give any notices to third parties, and shall cause each of NLASCO and its Subsidiaries to use its or their reasonable best efforts to obtain any third-third party consents, that the Buyer may reasonably request in connection with the matters referred to in Section 3.3 4(c) above and the items set forth in Section 5.4; provided, however, that with respect to 5(b) of the third-party consents identified on Schedule 3.3(B) Disclosure Letter. Each of the Parties will (and Schedule 5.4(B), the Seller will, and Sellers will cause each of the Company NLASCO and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company its Subsidiaries to) give any notices to, make any filings withnecessary Governmental Filings, and use its reasonable best efforts to obtain any authorizationsGovernmental Approvals (including, consentswithout limitation, and approvals of, Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (Xxxx-Xxxxx-Xxxxxx Act and the Seller will cause each Texas Department of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto Insurance that may be necessaryor become necessary for their respective execution and delivery of, properand the performance of their respective obligations pursuant to, or advisable in connection therewithand the consummation of the transactions contemplated by, this Agreement and the transactions contemplated hereby, and shall take all actions as may be reasonably requested by any such Governmental Authorities to obtain such Governmental Approvals; provided, however, that neither the Buyer nor in no event shall any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer Party or any of its Affiliates be required to agree to (A) the divestiture of any business or entity or (B) any requirement imposed by a Governmental Authority that would otherwise reduce reasonably be expected to have a (1) Material Adverse Effect, or (2) material and adverse effect on the aggregate economic value and business benefits that would reasonably be expected to be obtained by the Buyer or any of Party and its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult Parties will cooperate with the reasonable requests of each other and keep the other parties informed in promptly seeking to obtain all such Governmental Approvals (including by making available, upon reasonable notice, appropriate representatives of the status of the matters referred to Parties, NLASCO and its Subsidiaries for participation in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed meetings with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR ActAuthorities).

Notices and Consents. The Seller, at its expense, will, Seller will give and will cause each of the Company Target and the Company its Subsidiaries to, to give any notices to third parties, and will use and cause each of the Target and its Subsidiaries to use its or their reasonable best efforts to obtain any third-third party consents, that the Buyer reasonably may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B4(c) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consentsabove. Each of the parties Parties will (and the Seller will cause each of the Company Target and the Company its Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities of governments and governmental agencies in connection with the matters referred to in Section 3(a)(ii), Section 3(b)(ii) and Section 4(c) above, except that Buyer will use its reasonable efforts to become qualified to hold the FCC Licenses under the FCC C-Block regulations. Without limiting the generality of the foregoing covenant, Buyer will reasonably cooperate with Seller and do all things that are commercially reasonable to assist Seller to obtain all FCC consents and approvals necessary for the transfer of control or assignment to Buyer of the Target Shares, the Licensee Shares, and the Assets (including without limitation, the FCC Licenses), including the furnishing of financial and other information specifically with respect to Buyer reasonably required by the FCC. Seller shall provide adequate prior written notice to Buyer of any meeting with governmental authorities the purpose of which is to seek a consent or approval to the transactions contemplated hereby, and Buyer shall use all reasonable efforts to furnish a representative to attend meetings with appropriate government authorities for the purpose of obtaining such consents or approvals. Buyer and Seller hereby agree to prepare and file at their own expense the necessary Form 490 with the FCC transferring control or assigning the FCC Licenses to Buyer and diligently pursue, at Buyer's expense, the processing of the transfer of control or assignment of the FCC Licenses to Buyer and to file for all other necessary regulatory approvals for the consummation of the transactions contemplated by this Agreement, all within twenty (20) business days of the date of execution of this Agreement. Without limiting the generality of the foregoing, each of the parties (a) Parties will file (and the Seller will cause each of the Company Target and the Company its Subsidiaries to file, if applicable) any notification, report forms Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR ActHart-Xxxxx-Xxxxxx Xxx, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company Target and the Company its Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company Target and the Company its Subsidiaries to make) any further filings pursuant thereto that may be reasonably necessary, proper, or advisable in connection therewith; provided, however, that neither the . Nothing in Sections 5(a) or 5(b) shall require Buyer nor any of its Affiliates shall be obligated to agree (i) acquire or to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses Assets in connection with filings its efforts to become qualified to hold licenses under the HSR ActFCC C-Block regulations.

Notices and Consents. The Seller, at its expense, will, and will cause each of the Company and the Company Subsidiaries to, Buyer shall give any all required notices to third parties, and to shall use its or their commercially reasonable best efforts to obtain any material third-party consentsConsents that may be required, that the Buyer may reasonably request in connection with the matters referred transactions contemplated by this Agreement. Each Seller shall give all required notices to in Section 3.3 third parties, and Section 5.4; providedshall use its commercially reasonable efforts to obtain all required Consents, howeverincluding all required Consents of Governmental Entities and bondholders or lenders of Primestar or any of its Affiliates, that with respect to the and any other material third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B)Consents that may be required or that Buyer reasonably may request, the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement. Within five Business Days following the date of this Agreement (but in no event prior to approval of this Agreement by the Board of Directors of GM), Buyer and each Seller shall file any Notification and Report Forms and related materials that it may be required to file with the FTC and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the HSR Act, and shall make any further filings pursuant thereto that may be necessary, proper or advisable. As promptly as is practicable after the date of this Agreement, Buyer and each Seller shall take any additional action in connection with any other Consents of, to or with any Governmental Entities and third parties that it may be required to give, make or obtain and shall refrain from taking any action the purpose or effect of which could reasonably be expected to make it less likely that such Consents will be given, made or obtained on the terms provided for in this Agreement. Without limiting the generality of the foregoing, Buyer and each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree shall: (i) to divest cooperate in all respects with each other in connection with any of their respective assets filing, submission, adversarial proceeding or any of the assets being acquired under this Agreement or timing thereof; (ii) to in connection with any condition imposed investigation or other inquiry, including any proceeding initiated by a private party, keep the other parties hereto informed on a timely basis of any Governmental Authority that would adversely impact material communication received by such party from, or given by such party to, the respective businesses of FTC, the Buyer Antitrust Division, the FCC or any other Governmental Entity and of its Affiliates any material communication received or that would otherwise reduce the benefits to the Buyer or given in connection with any of its Affiliates resulting from the consummation Action by a private party, in each case regarding any of the transactions contemplated by this Agreement. The parties shall , and permit any other party hereto to preview any material communication given by or to it; and (iii) consult with each other and keep the other parties informed other, in advance of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed meeting or conference with a such Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses Entities or in connection with any Action by a private party. Buyer and each Seller will use their commercially reasonable efforts to obtain such approvals as promptly as possible and, in this regard, provide all information reasonably requested, assist and cooperate with one another to make the necessary filings under and take such steps as may be necessary to secure the HSR Actnon-objection of the relevant antitrust and regulatory authorities.

Notices and Consents. The Seller, at its expense, will, and Selling Shareholders will cause each of the Company and the Company Subsidiaries to, MEI to give any notices to third parties, and will cause MEI to use its or their commercially reasonable best efforts to obtain any third-third party consents, that the Buyer reasonably may reasonably request in connection with the matters referred to in Section 3.3 4(c) above. In connection therewith, Sellers or MEI may not offer or consent to any modification or amendment of any contract (other than any modification or amendment solely to reflect such third party's consent) or grant any concessions without Buyer's prior written consent. MEI and Section 5.4; provided, however, that with respect Sellers agree to transmit the consents to the third-party appropriate parties for approval promptly after the execution hereof, which consents identified on Schedule 3.3(B) shall be subject to the reasonable approval of Buyer and Schedule 5.4(B), Sellers' Representative. Each such Party shall keep the Seller will, and will cause each other advised of the Company and the Company Subsidiaries to, take any and all actions to obtain their progress in obtaining such consents. Each of the parties Parties will (and the Seller Selling Shareholders will cause each of the Company MEI and the Company Subsidiaries PPC to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities of governments and governmental agencies in connection with the consummation of the transactions contemplated by this Agreementmatters referred to in Section 3(a)(ii), Section 3(b)(ii), Section 4(c), Section 5(c), Section 6(g) and Section 7(g) above. Without limiting the generality of the foregoing, each of the parties (a) Parties will file (and the Seller Selling Shareholders will cause each of the Company MEI and the Company Subsidiaries PPC to file) any notification, report forms Notification and Report Forms and related material that he or it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Xxxx-Xxxxx-Xxxxxx Act, (b) will use his or its commercially reasonable best efforts to obtain (and the Seller Selling Shareholders will cause each of the Company MEI and the Company Subsidiaries PPC to use its commercially reasonable best efforts to obtain) an early termination of a waiver from the applicable waiting period, and (c) will make (and the Seller Selling Shareholders will cause each of the Company MEI and the Company Subsidiaries PPC to make) any further filings pursuant thereto that may be necessary, proper, or advisable necessary in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act.

Notices and Consents. The Seller, at its expense, will, and Each Party will cause each of the Company and the Company Subsidiaries to, give any notices to third parties, and to use its or their reasonable best efforts to obtain any third-party consents, that the Buyer may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents, and approvals of, consents of Governmental Authorities and other Persons, if any, required in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable herein including in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 andSections 3.3 and 4.3, except respectively, and to use such Party’s commercially reasonable efforts to agree jointly on a method to overcome any objections by any Governmental Entity to the extent confidential treatment has been given to any document filed transactions contemplated herein. The parties shall cooperate with a Governmental Authority pursuant to this Section 6.4each other in connection with the making of all such filings or responses, shall provide the other party with including providing copies of all such documents prepared to the other Party and its advisors prior to filing or responding. Nothing in this Section 5.1 will require that Parent or its Affiliates divest, sell, or hold separately any of its assets or properties, nor will this Section 5.1 require that Parent, its Affiliates, or the Company take any actions that could affect the normal and regular operations of Parent, its Affiliates, or the Surviving Corporation after the Closing Each of the Parent, on its behalf the one hand and all correspondence relating thereto. Each party will bear its own costs and expenses the Company, on the other hand, shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger; (ii) any notice or other communication from any Governmental Authority in connection with the Merger or any Party’s filings under the HSR Exchange Act; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Parent or the Company that relate to the consummation of the Merger. Each of the Parent and the Company will use commercially reasonable efforts to promptly notify the other if, in the course of such Party’s investigations with respect to the other, such Party obtains Knowledge that any representation or warranty of the other is, or is reasonably expected to be, untrue or inaccurate so as to have a Material Adverse Effect.

Notices and Consents. The Seller, at Seller shall give all required notices to its expense, willstockholders and to third parties, and will cause each shall use its best efforts to obtain all required consents, including, without limitation, all Requisite Corporate Approvals and all required consents of Seller's bondholders, all consents required by Nasdaq or any other exchange where Seller's securities may be listed or trading and any other material third-party consents that may be required or that the Transferors reasonably may request, in connection with the transactions contemplated by this Agreement. Each of the Company and the Company Subsidiaries to, Transferors shall give any all required notices to third parties, and to shall use its or their reasonable best efforts to obtain all required consents, including, without limitation, all consents required by counterparties to the Satellite Contracts, regulatory authorities and any other material third-party consentsconsents that may be required or that Seller reasonably may request, that the Buyer may reasonably request in connection with the matters referred transactions contemplated by this Agreement. Within five (5) calendar days following the date of this Agreement, each of the Parties shall file any Notification and Report Forms and related materials that it may be required to in Section 3.3 file with the Federal Trade Commission ("FTC") and Section 5.4; providedthe Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the Hart-Scott-Rodino Act, howeverand shall make any further filings pursuanx xxxxxxx xxxx xxy be necessary, proper or advisable. Within five (5) calendar days following the date of this Agreement, each of the Parties shall make all notifications and file all applications and related materials that it may be required to file with the FCC or any other federal, state or foreign government or governmental agency having authority with respect to licenses, permits or authorizations for the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B)use of orbital slots or the provision of communications services or other communications licenses, permits or authorizations in connection with the Seller willtransactions contemplated hereby, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and shall use its reasonable best efforts to obtain any authorizations, at the earliest practicable date all necessary consents, authorizations and approvals ofapprovals, Governmental Authorities in connection with including FCC Approval for assignment of the MCI FCC License. As promptly as is practicable after the date of this Agreement, each of the Parties shall take any additional action, including, without limitation, the implementation of an Acceptable Alternative Arrangement, and any additional filings, submissions or applications required by the FCC, the FTC and the Antitrust Division, that may be necessary, proper or advisable to effect to the fullest extent feasible the consummation of the transactions contemplated by this Agreement and the Collateral Agreements in connection with any other notices to, filings with, and authorizations, consents and approvals of, governments, governmental agencies and third parties that it may be required to give, make or obtain and shall refrain from taking any action the purpose or effect of which could reasonably be expected to make less likely that such authorizations, consents and approvals will not be given, made or obtained on the terms provided for in this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree party shall: (i) use all reasonable efforts to divest cooperate in all respects with each other in connection with any of their respective assets filing, submission, adversarial proceeding or any of the assets being acquired under this Agreement or timing thereof; (ii) to in connection with any condition imposed investigation or other inquiry, including any proceeding initiated by a private party, keep the other parties informed on a timely basis of any Governmental Authority that would adversely impact material communication received by such party from, or given by such party to, the respective businesses of FTC, the Buyer Antitrust Division, the FCC or any other governmental authority and of its Affiliates any material communication received or that would otherwise reduce the benefits to the Buyer or given in connection with any of its Affiliates resulting from the consummation proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement. The parties shall , and permit any other party to preview any material communication given by or to it; and (iii) consult with each other and keep the other parties informed other, in advance of the status of the matters referred to in this Section 6.4 andany meeting or conference with such governmental authorities or, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with any proceeding by a private party. The Parties will use their best efforts to obtain such approvals as promptly as possible and, in this regard, provide all information reasonably requested, assist and cooperate with one another to make the necessary filings under and take such steps as may be necessary to secure the HSR Actnon-objection of the relevant antitrust and regulatory authorities, including FCC Approval for assignment of the MCI FCC License.

Notices and Consents. The Seller, at its expense, will, and will cause each of the Company and the Company Subsidiaries to, Buyer shall give any all required notices to third parties, and to shall use its or their commercially reasonable best efforts to obtain any material third-party consentsConsents that may be required, that the Buyer may reasonably request in connection with the matters referred transactions contemplated by this Agreement. Seller shall give all required notices to third parties, and shall use its commercially reasonable efforts to obtain all required Consents, including all Consents required by counterparties to the Ground Satellite Contracts and the In-Orbit Satellite Contracts, all required Consents of Governmental Entities and bondholders or lenders of Seller or any of its Affiliates, and any other material third-party Consents that may be required or that Buyer reasonably may request, in Section 3.3 connection with the transactions contemplated by this Agreement. Within five Business Days following the date of this Agreement (but in no event prior to approval of the Board of Directors of GM) Buyer and Section 5.4; providedSeller hereto shall file any Notification and Report Forms and related materials that it may be required to file with the Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the HSR Act, howeverand shall make any further filings pursuant thereto that may be necessary, proper or advisable. Within five calendar days following the date of this Agreement, Buyer and Seller shall make all notifications and file all applications and related materials that it may be required to file with the FCC or any other Governmental Entity having authority with respect to Licenses for the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B)use of orbital slots or the provision of communications services or other communications Licenses in connection with the transactions contemplated hereby, the Seller willand, and will cause each of the Company and the Company Subsidiaries tosubject to Section 8.4 below, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and shall use its commercially reasonable best efforts to obtain at the earliest practicable date all necessary Consents, including a Final Order, for assignment of the FCC License. At the time that the parties file an application with the FCC to obtain the FCC Consent and Final Order, Primestar and TSAT shall submit a letter request to the FCC to withdraw any authorizationspending request to transfer control of the FCC License, consentswhich request may be made contingent upon giving of the FCC Consent. As promptly as is practicable after the date of this Agreement, each of Buyer and approvals ofSeller shall take any additional action (including the implementation of an Acceptable Alternative Arrangement (to the extent subject to action by the FCC) and submit any additional filings, Governmental Authorities in connection with submissions or applications required by the FCC, the FTC and the Antitrust Division, that may be necessary, proper or advisable to effect to the fullest extent feasible the consummation of the transactions contemplated by this Agreement) in connection with any other Consents of, to or with any Governmental Entities and third parties that it may be required to give, make or obtain and shall refrain from taking any action the purpose or effect of which could reasonably be expected to make it less likely that such Consents will be given, made or obtained on the terms provided for in this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (Buyer and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree shall: (i) to divest cooperate in all respects with each other in connection with any of their respective assets filing, submission, adversarial proceeding or any of the assets being acquired under this Agreement or timing thereof; (ii) to in connection with any condition imposed investigation or other inquiry, including any proceeding initiated by a private party, keep the other parties hereto informed on a timely basis of any Governmental Authority that would adversely impact material communication received by such party from, or given by such party to, the respective businesses of FTC, the Buyer Antitrust Division, the FCC or any other Governmental Entity and of its Affiliates any material communication received or that would otherwise reduce the benefits to the Buyer or given in connection with any of its Affiliates resulting from the consummation Action by a private party, in each case regarding any of the transactions contemplated by this Agreement. The parties shall , and permit any other party hereto to preview any material communication given by or to it; and (iii) consult with each other and keep the other parties informed other, in advance of the status of the matters referred to in this Section 6.4 andany meeting or conference with such Governmental Entities or, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with any Action by a private party. Each of Buyer and Seller will use its commercially reasonable efforts to obtain such approvals as promptly as possible and, in this regard, provide all information reasonably requested, assist and cooperate with one another to make the necessary filings under and take such steps as may be necessary to secure the HSR Actnon-objection of the relevant antitrust and regulatory authorities, including a Final Order for assignment of the FCC License.

Notices and Consents. The Seller, at its expense, will, and Seller will cause each of the Company and the Company Subsidiaries to, give any all notices to third parties, parties and to will use its or their commercially reasonable best efforts to obtain any third-all third party consents, consents that the Buyers reasonably may request. The absence of any such consent shall not be a breach hereof unless the contract is designated as "material" on Section 4(d) of the Disclosure Schedule. Buyer acknowledges that it has been fully apprised of the CID and that it has had full opportunity to conduct due diligence with respect thereto. Buyer accepts all risks, costs, liabilities and consequences that may reasonably request in connection arise from compliance with the matters referred to in Section 3.3 and Section 5.4; providedCID or filings under the Hart-Xxxxx-Xxxxxx Xxx, howeveror both, that with respect to following the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consentsClosing Date. Each of the parties will (Parties shall cooperate in preparing and the Seller will cause each of the Company filing any necessary notification and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR ActHart-Xxxxx-Xxxxxx Xxx, (b) and each of the Parties shall split equally the filing fees associated with such filings. Each of the Parties will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper or advisable. In the event the FCC, the Federal Trade Commission, or the Antitrust Division of the Department of Justice challenges the transaction contemplated by this Agreement, Buyers will agree to divest promptly such station assets as may be required in order for regulatory authorities to approve the transaction without requiring a second request or further administrative or judicial action. Buyer shall assume all risks and responsibility for such divestitures, and the Purchase Price shall not be adjusted because of any such required divestiture(s). Notwithstanding the foregoing, Seller and its counsel shall use best efforts to cooperate with Buyers to dissuade regulatory authorities form pursuing any investigation of the transaction proposed herein, with each Party to bear its own expenses in such effort. Each of the Parties will use its reasonable best efforts to take any additional action that may be necessary, proper, or advisable in connection therewith; providedwith any other notices to, howeverfilings with, and authorizations, consents, and approvals of governments, governmental agencies, and third parties that neither the Buyer nor any of its Affiliates shall it may be obligated required to agree (i) to divest any of their respective assets give, make, or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Actobtain.

Notices and Consents. The Seller, at its expense, willCompany shall, and Sellers will cause each of the Company and the Company Subsidiaries to, give any notices to third parties, parties and will cause the Company to use its commercially reasonable efforts to obtain the third-party consents set forth in or contemplated by SECTIONS 3(A) AND 4(C) (unless otherwise indicated on SECTION 4(C) OF THE DISCLOSURE SCHEDULE). Buyer will give any notices to the third-parties and will use commercially reasonable efforts to obtain the third-party consents set forth on ANNEX II or contemplated by SECTION 3(B). Each of the Parties will give any notices to, make any filings with and use their respective commercially reasonable best efforts to obtain any third-party consentsauthorizations, that the Buyer may reasonably request consents and approvals of Governmental Entities in connection with the matters referred to in Section 3.3 and Section 5.4; providedSECTIONS 3(A)(II), however, that with respect to the third-party consents identified on Schedule 3.3(B3(B)(III) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to4(C)(I) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreementabove. Without limiting the generality of the foregoing, within ten (10) Business Days after the date hereof, each of the parties (a) Parties will file (any Notification and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms Report Forms and related material that he, she or it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Hart-Scott-Rodino Act, (b) or any similar reports required to be filed wixx xxx xxxxxxx xxrisdiction, will use his, her or its commercially reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of a waiver from the applicable waiting period, period and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, proper or advisable in connection therewith; provided. Notwithstanding anything to the contrary contained in this Agreement, however, that neither the Buyer nor any of its Affiliates shall be obligated required to agree hold separate (iincluding by trust or otherwise) to or divest any of their respective businesses or assets or any of the assets being acquired under this Agreement or (ii) agree to any condition imposed by any Governmental Authority that would adversely impact limitation on the operation or conduct of their respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits with respect to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other obtaining such authorization, consents, approvals and keep the other parties informed of the status of the matters waivers referred to in this Section 6.4 and, except SECTION 5(B). Sellers shall submit to the extent confidential treatment has been given New Jersey Department of Environmental Protection ("NJDEP"): (a) within five (5) Business Days 35 of execution of this Agreement, an Initial Notice under ISRA (the "GIN"); and (b) no later than ten (10) Business Days after the execution of this Agreement, a request for Expedited Review with supporting documentation, which shall include, but not be limited to any document filed with (i) the previously submitted December 23, 2002 Preliminary Assessment, (ii) a Governmental Authority pursuant Negative Declaration Affidavit, and (iii) the NJDEP Entire Site Unrestricted Use No Further Action Letter and Covenant Not to this Section 6.4Sue dated January 6, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act2003.

Notices and Consents. The Seller, at its expense, will, and will cause each (a) Each of the Company and the Company Subsidiaries to, give any notices to third parties, and to Parties shall use its or their all commercially reasonable best efforts to (i) comply with procedures required by the Ministry of Information and Broadcasting for issuance of equity in Videocon d2h and all procedures relating to security clearance of the persons specified under the Consolidated FDI Policy (effective from April 17, 2014 and as amended from time to time), including the directors of Videocon d2h listed in Section 6.1(k) and any of their alternate directors, (ii) obtain from any third-party consentsother Governmental Body any other Consents or Permits required to be obtained or made by SEAC or Videocon d2h, that the Buyer may reasonably request or to avoid any action or proceeding by any Governmental Body, in connection with the matters referred authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, and (iii) promptly as practicable make all necessary filings, and thereafter make any other required submissions, with respect to in Section 3.3 and Section 5.4this Agreement required under any applicable Law; including any antitrust Laws; provided, however, that the Parties shall cooperate with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities other in connection with the consummation making of all such filings, including providing copies of all such non-proprietary documents to the non-filing Party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith; provided, further, that nothing in this Section 4.2(a) shall require SEAC or any of its Affiliates to (1) agree to the requirement of expenditure of money by SEAC to a third party in exchange for any Consent or (2) litigate, pursue or defend against any Proceeding (including any temporary restraining order or preliminary injunction) challenging the transactions contemplated by this Agreement as violative of any applicable antitrust Law. Further, nothing in this Section 4.2 shall require Videocon d2h to litigate, pursue or defend against any Proceeding (including any temporary restraining order or preliminary injunction) challenging the transactions contemplated by this Agreement as violative of any applicable antitrust Law or to sell or dispose of any material asset of Videocon d2h as a result of any such alleged violation. SEAC and Videocon d2h shall promptly furnish to each other all information required for any application or other filing to be made by the other pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Without limiting Except as specifically required by this Agreement, the generality Parties shall not knowingly take any action, or knowingly refrain from taking any action, the effect of which would be to delay or impede the ability of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries Parties to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of consummate the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act.

Notices and Consents. The Seller, at its expense, will, and will cause each (a) Each of the Company and Parties shall use all commercially reasonable efforts to (i) obtain from any Governmental Body any Consents or Permits required to be obtained or made by Buyer, the Company Subsidiaries toor any of the Company’s Subsidiaries, give or to avoid any notices to third partiesaction or proceeding by any Governmental Body, and to use its or their reasonable best efforts to obtain any third-party consents, that the Buyer may reasonably request in connection with the matters referred authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein (including the FCC Consent), and (ii) as promptly as practicable make all necessary filings, and thereafter make any other required submissions, with respect to in Section 3.3 and Section 5.4this Agreement required under any applicable Law, including those set forth on Schedule 4.3(a); provided, however, that the Parties shall cooperate with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities other in connection with the consummation making of all such filings, including providing copies of all such non-proprietary documents to the non-filing Party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith; provided, further, that nothing in this Section 4.3(a) shall require Buyer or any of its Affiliates to (A) agree to the requirement of expenditure of money by Buyer to a third party in exchange for any Consent, other than the payment of applicable filing fees, (B) litigate, pursue or defend against any Proceeding (including any temporary restraining order or preliminary injunction) challenging the transactions contemplated by this Agreement as violative of any applicable antitrust, competition or trade regulation Law or (C) sell, divest or dispose of, or hold separate, or enter into any licensing or similar arrangement with respect to, any of its assets, properties or businesses, or assets, properties or businesses to be acquired pursuant hereto. Buyer and Seller shall promptly furnish to each other all information required for any application or other filing to be made by the others pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Without limiting Except as specifically required by this Agreement, the generality Parties shall not knowingly take any action, or knowingly refrain from taking any action, the effect of which would be to delay or impede the ability of the foregoing, each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries Parties to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of consummate the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act.

Notices and Consents. The Seller, at its expense, will, and will cause each of the Company and the Company Subsidiaries to, Buyer shall give any all required -------------------- notices to third parties, and to shall use its or their commercially reasonable best efforts to obtain any material third-party consentsConsents that may be required, that the Buyer may reasonably request in connection with the matters referred transactions contemplated by this Agreement. Each Seller shall give all required notices to in Section 3.3 third parties, and Section 5.4; providedshall use its commercially reasonable efforts to obtain all required Consents, howeverincluding all required Consents of Governmental Entities and bondholders or lenders of Primestar or any of its Affiliates, that with respect to the and any other material third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B)Consents that may be required or that Buyer reasonably may request, the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities in connection with the consummation of the transactions contemplated by this Agreement. Within five Business Days following the date of this Agreement (but in no event prior to approval of this Agreement by the Board of Directors of GM), Buyer and each Seller shall file any Notification and Report Forms and related materials that it may be required to file with the FTC and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") under the HSR Act, and shall make any further filings pursuant thereto that may be necessary, proper or advisable. As promptly as is practicable after the date of this Agreement, Buyer and each Seller shall take any additional action in connection with any other Consents of, to or with any Governmental Entities and third parties that it may be required to give, make or obtain and shall refrain from taking any action the purpose or effect of which could reasonably be expected to make it less likely that such Consents will be given, made or obtained on the terms provided for in this Agreement. Without limiting the generality of the foregoing, Buyer and each of the parties (a) will file (and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree shall: (i) to divest cooperate in all respects with each other in connection with any of their respective assets filing, submission, adversarial proceeding or any of the assets being acquired under this Agreement or timing thereof; (ii) to in connection with any condition imposed investigation or other inquiry, including any proceeding initiated by a private party, keep the other parties hereto informed on a timely basis of any Governmental Authority that would adversely impact material communication received by such party from, or given by such party to, the respective businesses of FTC, the Buyer Antitrust Division, the FCC or any other Governmental Entity and of its Affiliates any material communication received or that would otherwise reduce the benefits to the Buyer or given in connection with any of its Affiliates resulting from the consummation Action by a private party, in each case regarding any of the transactions contemplated by this Agreement. The parties shall , and permit any other party hereto to preview any material communication given by or to it; and (iii) consult with each other and keep the other parties informed other, in advance of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed meeting or conference with a such Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses Entities or in connection with any Action by a private party. Buyer and each Seller will use their commercially reasonable efforts to obtain such approvals as promptly as possible and, in this regard, provide all information reasonably requested, assist and cooperate with one another to make the necessary filings under and take such steps as may be necessary to secure the HSR Actnon-objection of the relevant antitrust and regulatory authorities.

Notices and Consents. The SellerEach Party will give any notices (and cause each of its Subsidiaries, at if any, to give any notices) to third parties, and each Party will use its expense, will, reasonable efforts to obtain (and will cause each of the Company and the Company Subsidiaries toits Subsidiaries, give any notices to third partiesif any, and to use its or their reasonable best efforts to obtain obtain) any third-third party consentsconsents including the Required Consents of Seller and the Required Consents of Buyer, that the Buyer other Party reasonably may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; provided[section]3(a)(iii), however, that with respect to the third-party consents identified on Schedule 3.3(B[section]3(b)(iii) and Schedule 5.4(B), [section]4(c) above and the Seller will, related Disclosure Schedule. Each of the Parties will (and will cause each of the Company and the Company Subsidiaries toits Subsidiaries, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries if any, to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities of governments and governmental agencies in connection with the consummation of matters referred to in [section]3(a)(iii), [section]3(b)(iii) and [section]4(c) above and the transactions contemplated by this Agreementrelated Disclosure Schedule. Without limiting the generality of the foregoing, each of the parties (a) Parties will file (and the Seller will cause each of the Company and the Company Subsidiaries its Subsidiaries, if any, to filefile as applicable) any notification, notification and report forms and related material that it may be required to file with the Internal Revenue Service, the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR ActXxxx-Xxxxx-Xxxxxx Act or otherwise, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries its Subsidiaries, if any, to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) will make (and the Seller will cause each of the Company and the Company Subsidiaries its Subsidiaries, if any, to makeuse its reasonable efforts to obtain) any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act.

Notices and Consents. The Seller(a) Each of the Parties shall use its respective commercially reasonable efforts to obtain all consents, at its expenseincluding all Required Consents, willfrom any third party that are required in connection with the consummation of the transactions contemplated hereby. In addition, and will cause each of the Company Entities and the Company Subsidiaries to, give any notices to third parties, and to use its or their reasonable best efforts to obtain any third-party consents, that the Buyer may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) Sellers shall give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities required in connection with the consummation of the transactions contemplated by this Agreementhereby. Without limiting the generality of the foregoing, to the extent applicable, each of the parties (a) Sellers and Buyer will file as promptly as practicable, but in any event (x) within 15 Business Days after the date of this Agreement, any applications, exhibits, notification and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms and related material that it may be required to file with FERC under Section 203 of the Federal Power Act, and (y) within 10 Business Days after the date of this Agreement, any notification and report forms and related material that may be required to file with the Federal Trade Commission and the Antitrust Division of the United States U.S. Department of Justice under the HSR Xxxx-Xxxxx-Xxxxxx Act, (b) will use its reasonable best efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the applicable waiting period, and (c) promptly will make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any further filings pursuant thereto and supply any additional information and documentary material that may be necessaryreasonably requested pursuant thereto. The Parties shall, properand shall cause their respective Affiliates to, or advisable request expedited treatment of any such filings and cooperate with one another in connection therewith; provided, however, that neither the preparation of such filings in such manner as is reasonably necessary and appropriate. Buyer nor any of its Affiliates shall be obligated responsible for and shall pay all fees or make other payments required by applicable Law to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact with respect to any filings required under the respective businesses of Federal Power Act and the Buyer Xxxx-Xxxxx-Xxxxxx Act and any other required authorizations, consents, orders or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of approvals, if applicable, in connection with the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act.

Notices and Consents. The Seller, at its expense, will, Seller will (and will shall cause each of the Company and the Company Subsidiaries to, ) (a) give any all required notices to third parties, parties and to Governmental Entities and will use its or their reasonable best commercial efforts to obtain any third-all third party consents, and governmental consents and approvals that the Buyer may reasonably request in connection with the matters referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B) and Schedule 5.4(B), the Seller will, and will cause each of the Company and the Company Subsidiaries to, take any and all actions it is required to obtain such consents. Each of the parties will (and the Seller will cause each of the Company and the Company Subsidiaries to) give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities in connection with the consummation of the transactions contemplated hereby, and (b) use its respective reasonable commercial efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement, including under the Xxxx-Xxxxx-Xxxxxx Act, and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. Without limiting Within ten (10) business days following the generality execution of the foregoingthis Agreement, each of the parties (a) Parties will file (any required Notification and the Seller will cause each of the Company and the Company Subsidiaries to file) any notification, report forms Report Form and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Xxxx-Xxxxx-Xxxxxx Act, (b) will use its respective reasonable best commercial efforts to obtain (and the Seller will cause each of the Company and the Company Subsidiaries to use its reasonable best efforts to obtain) an early termination of the any applicable waiting periodperiod under the Xxxx-Xxxxx-Xxxxxx Act, and (c) will take all further actions and make (and the Seller will cause each of the Company and the Company Subsidiaries to make) any all further filings pursuant thereto to the Xxxx-Xxxxx-Xxxxxx Act that may be necessary, properproper or advisable. Nothing contained in this Agreement will be deemed to require Seller or the Company to enter into any agreement, consent decree or other commitment requiring Seller, the Company, Purchaser, or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective Affiliates to (x) divest or hold separately any assets of Seller, the Company or their Affiliates, (y) litigate, pursue or defend any action or proceeding challenging any of the assets being acquired under this Agreement transactions contemplated hereby as violative of the Xxxx-Xxxxx-Xxxxxx Act, or (z) take any other action that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the business, condition (financial or otherwise), assets, liabilities, operations, results of operations or prospects of the Company or the Subsidiaries. In connection with the foregoing, each Party will (i) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Entity regarding the transactions contemplated hereby, and, subject to applicable Law, provide the other Party with a copy of any written communication to any of the foregoing, and (ii) to not participate in any condition imposed by substantive meeting or discussion with any Governmental Authority that would adversely impact the respective businesses Entity in respect of the Buyer any filings, investigation or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of inquiry concerning the transactions contemplated by this Agreement. The parties shall consult Agreement unless it consults with each other and keep the other parties informed of the status of the matters referred to Party in this Section 6.4 andadvance, except and to the extent confidential treatment has been given to any document filed with a permitted by such Governmental Authority pursuant to this Section 6.4Entity, shall provide give the other party with copies Party the opportunity to attend and participate thereat. Seller and Purchaser shall each be responsible for payment of all such documents prepared on its behalf one-half of the fees for filing any required Notification and all correspondence relating thereto. Each party will bear its own costs Report Form and expenses in connection with filings related material under the HSR Xxxx-Xxxxx-Xxxxxx Act.

Notices and Consents. The Seller, at its expense, Sellers will, and will cause each of the Company and the Company Subsidiaries Targets to, at Sellers’ expense, give any notices to third parties, and will use their reasonable best efforts, and will cause each Target to use its or their reasonable best efforts efforts, at Sellers’ expense, to obtain any all third-party consents, that the Buyer may reasonably request in connection with the matters including those referred to in Section 3.3 and Section 5.4; provided, however, that with respect to the third-party consents identified on Schedule 3.3(B4(c) and Schedule 5.4(B)above, the Seller willLease Consents, and will cause each the items set forth in Section 5(b) of the Company and the Company Subsidiaries to, take any and all actions to obtain such consentsSellers Disclosure Schedule. Each of the parties Parties will (and the Seller Sellers will cause each of the Company and the Company Subsidiaries Target to) (A) give any notices to, and make any filings with, any Governmental Authorities, and use its reasonable best efforts to obtain any authorizationsGovernmental Approvals, consentsin each case, and approvals of, Governmental Authorities that are required in connection with the execution of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated by this Agreementhereby and thereby, and (B) reasonably cooperate with the other Parties, and furnish the other Parties with such necessary information and reasonable assistance as such other Parties may reasonably request, in connection with the preparation of any such notices and filings and obtaining such Governmental Approvals. Without limiting the generality of the foregoing, each of the parties (a) Parties will file (and the Seller Sellers will cause each of the Company and the Company Subsidiaries Target to file) any notification, report forms required Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States U.S. Department of Justice under the HSR Xxxx-Xxxxx-Xxxxxx Act, (b) will use its reasonable best efforts to obtain (and the Seller Sellers will cause each of the Company and the Company Subsidiaries Target to use its their reasonable best efforts to obtain) an early termination a waiver of the applicable waiting periodperiod thereunder, and (c) will make (and the Seller Sellers will cause each of the Company and the Company Subsidiaries Target to make) any further filings pursuant thereto that may be necessary, proper, proper or advisable in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any . Each of the assets being acquired under this Agreement or Parties shall use its reasonable best efforts to: (iiI) to resolve any condition imposed by objections of any Governmental Authority with respect to the transactions contemplated hereby (including objections under antitrust or competition laws); (II) prevent the entry of and have vacated, lifted, reversed or overturned, any order of any Governmental Authority or other tribunal that would adversely impact the respective businesses of the Buyer prevent, prohibit, restrict or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from delay the consummation of the transactions contemplated hereby; and (III) comply fully with all restrictions and conditions imposed or requested by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Actgranting any necessary consent or approval, including asset divestitures or conduct-limiting conditions.

Notices and Consents. The Seller, at its expense, will, and Selling Shareholders will cause each of the Company and the Company Subsidiaries to, MEI to give any notices to third parties, and will cause MEI to use its or their commercially reasonable best efforts to obtain any third-third party consents, that the Buyer reasonably may reasonably request in connection with the matters referred to in Section 3.3 4(c) above. In connection therewith, Sellers or MEI may not offer or consent to any modification or amendment of any contract (other than any modification or amendment solely to reflect such third party's consent) or grant any concessions without Buyer's prior written consent. MEI and Section 5.4; provided, however, that with respect Sellers agree to transmit the consents to the third-party appropriate parties for approval promptly after the execution hereof, which consents identified on Schedule 3.3(B) shall be subject to the reasonable approval of Buyer and Schedule 5.4(B), Sellers' Representative. Each such Party shall keep the Seller will, and will cause each other advised of the Company and the Company Subsidiaries to, take any and all actions to obtain their progress in obtaining such consents. Each of the parties Parties will (and the Seller Selling Shareholders will cause each of the Company MEI and the Company Subsidiaries PPC to) give any notices to, make any filings with, and use its commercially reasonable best efforts to obtain any authorizations, consents, and approvals of, Governmental Authorities of governments and governmental agencies in connection with the consummation of the transactions contemplated by this Agreementmatters referred to in Section 3(a)(ii), Section 3(b)(ii), Section 4(c), Section 5(c), Section 6(g) and Section 7(g) above. Without limiting the generality of the foregoing, each of the parties (a) Parties will file (and the Seller Selling Shareholders will cause each of the Company MEI and the Company Subsidiaries PPC to file) any notification, report forms Notification and Report Forms and related material that he or it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Hart-Scott-Rodino Act, (b) will use his or its commercially reasonable best efforts to obtain effxxxx xx xxxxxx (and the Seller xnd Selling Shareholders will cause each of the Company MEI and the Company Subsidiaries PPC to use its commercially reasonable best efforts to obtain) an early termination of a waiver from the applicable waiting period, and (c) will make (and the Seller Selling Shareholders will cause each of the Company MEI and the Company Subsidiaries PPC to make) any further filings pursuant thereto that may be necessary, proper, or advisable necessary in connection therewith; provided, however, that neither the Buyer nor any of its Affiliates shall be obligated to agree (i) to divest any of their respective assets or any of the assets being acquired under this Agreement or (ii) to any condition imposed by any Governmental Authority that would adversely impact the respective businesses of the Buyer or any of its Affiliates or that would otherwise reduce the benefits to the Buyer or any of its Affiliates resulting from the consummation of the transactions contemplated by this Agreement. The parties shall consult with each other and keep the other parties informed of the status of the matters referred to in this Section 6.4 and, except to the extent confidential treatment has been given to any document filed with a Governmental Authority pursuant to this Section 6.4, shall provide the other party with copies of all such documents prepared on its behalf and all correspondence relating thereto. Each party will bear its own costs and expenses in connection with filings under the HSR Act.