Common use of Regulatory and Other Authorizations; Notices and Consents Clause in Contracts

Regulatory and Other Authorizations; Notices and Consents. The Purchaser and the Sellers shall each use their commercially reasonable efforts to promptly obtain all waivers, authorizations, notices to proceed, consents, orders and approvals of all Governmental Authorities, officials and other Persons, make all required filings, applications and petitions with, and give all required notices to, the applicable Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other parties in promptly seeking to obtain all such waivers, authorizations, consents, orders, notices to proceed and approvals. Without limiting the generality of the foregoing, the parties hereto shall make, or cause to be made, all filings required (if any) of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within 10 days after the date hereof, and the parties hereto shall use their commercially reasonable efforts to respond to any requests for additional information made by any Governmental Authority to which any such filing was made, to cause any applicable waiting periods to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense, any assertion that the transactions contemplated herein constitute a violation of the HSR Act, all to the end of expediting consummation of the Transactions.

Regulatory and Other Authorizations; Notices and Consents. The Purchaser (a) Each party hereto shall, and the Sellers shall cause each of its respective Affiliates to, use their commercially reasonable its best efforts to (i) promptly obtain all waivers, authorizations, notices to proceed, consents, orders and approvals of all Governmental Authorities, officials and other Persons, make all required filings, applications and petitions with, and give all required notices to, the applicable Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and the Ancillary Agreements Transition Services Agreement and will cooperate fully with the (ii) provide such other parties information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to, and shall cause its respective Affiliates to, make promptly seeking its respective filing, if necessary, pursuant to obtain all such waivers, authorizations, consents, orders, notices to proceed and approvals. Without limiting the generality of the foregoing, the parties hereto shall make, or cause to be made, all filings required (if any) of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act with respect to the transactions contemplated hereby by this Agreement and to supply as promptly as practicable and, in to the appropriate Governmental Authorities any event, within 10 days after additional information and documentary material that may be requested pursuant to the date hereofHSR Act. Each party hereto agrees to, and shall cause its respective Affiliates to, make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, regulatory or trade regulation Law and to supply as promptly as practicable to the parties hereto shall use their commercially reasonable efforts to respond to appropriate Governmental Authorities any requests for additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, regulatory or trade regulation Law. All fees or other payments required by applicable Law to be made by to any Governmental Authority in order to which obtain any such filing was madeauthorizations, to cause any applicable waiting periods to terminate consents, orders or expire at the earliest possible date approvals shall be equally borne by Purchaser and to resist vigorously, at their respective cost and expense, any assertion that the transactions contemplated herein constitute a violation of the HSR Act, all to the end of expediting consummation of the TransactionsSeller.

Regulatory and Other Authorizations; Notices and Consents. The Purchaser (a) Each Party shall, and the Sellers shall each cause its Affiliates to, use their commercially reasonable best efforts to (i) promptly obtain all waivers, authorizations, notices to proceed, consents, orders and approvals of all Governmental Authorities, officials and other Persons, make all required filings, applications and petitions with, and give all required notices to, the applicable Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will other Transaction Documents, (ii) cooperate fully with the other parties Parties in promptly seeking to obtain all such waivers, authorizations, consents, ordersorders and approvals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each Party agrees to, notices and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to proceed and approvals. Without limiting the generality of the foregoing, the parties hereto shall make, or cause to be made, all filings required (if any) of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act or any other Antitrust Laws under which filing is required or under which the Parties reasonably mutually determine that filing is advisable with respect to the transactions contemplated hereby Contemplated Transactions and to supply as promptly as practicable and, to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. The Parties shall determine the jurisdictions in any event, which filings will be made under the Antitrust Laws within 10 days after ten Business Days of the date hereof, and the parties hereto shall use their commercially reasonable efforts to respond to of this Agreement. The applicable Party (or its Affiliate) making any requests for additional information made by notice or filing with any Governmental Authority to which any as required by this Section 7.06 shall pay all applicable filing or notice fees required in connection therewith; provided that RMT Parent or GPC, as applicable, shall reimburse the other for its portion of all such filing was made, to cause any applicable waiting periods to terminate or expire at fees such that RMT Parent and GPC shall bear the earliest possible date and to resist vigorously, at their respective cost and expense, any assertion that the transactions contemplated herein constitute a violation of the HSR Act, all to the end of expediting consummation of the Transactionssuch fees evenly.

Regulatory and Other Authorizations; Notices and Consents. The (a) Each of Parent, the Purchaser and the Sellers Seller shall, and the Seller shall cause each of the Company and the Subsidiaries to, use their commercially its reasonable efforts to promptly obtain (or enable the Company and the Subsidiaries to obtain) all waivers, authorizations, notices to proceed, consents, orders orders, waivers and approvals under the HSR Act, all FCC/State PUC Approvals and all other authorizations, consents, orders, waivers and approvals of all Governmental Authorities, officials and other Persons, make all required filings, applications and petitions with, and give all required notices to, the applicable Governmental Authorities and other Persons officials that may be or become necessary for its the execution and delivery of, and the performance of its all obligations pursuant to, and the consummation of all transactions contemplated by, this Agreement and the Ancillary Agreements Agreement (the “Governmental Filings”), and each party will cooperate fully with the other parties in promptly seeking to obtain all such waivers, authorizations, consents, orders, notices to proceed waivers and approvals. Without limiting the generality Each of the foregoingParent, the parties hereto Purchaser and the Seller also shall make(including, or cause to be made, all filings required (if any) of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act with respect to the Seller, by causing the Company and the Subsidiaries to) file with the appropriate Governmental Authorities in a timely manner all notices required by applicable Law in connection with this Agreement, the Ancillary Agreement, and the transactions contemplated hereby as promptly as practicable andand thereby. Subject to Section 5.04(c) with respect to FCC/State PUC Filings, in any event, within 10 days after the date hereof, and the parties each party hereto shall use their commercially reasonable efforts pay all filing fees or other similar amounts required to respond to any requests for additional information made be paid by it in connection with the submission of any Governmental Authority to which any Filing by such filing was made, to cause any applicable waiting periods to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense, any assertion that the transactions contemplated herein constitute a violation of the HSR Act, all to the end of expediting consummation of the Transactionsparty.

Regulatory and Other Authorizations; Notices and Consents. The Purchaser Upon the terms and subject to the Sellers conditions hereof, each of the parties hereto shall each (a) use their all commercially reasonable efforts to promptly obtain all waivers, authorizations, notices to proceed, consents, orders and approvals of all Governmental Authorities, officials and other Persons, make all required filings, applications and petitions with, and give all required notices to, the applicable Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other parties in promptly seeking to obtain all such waivers, authorizations, consents, orders, notices to proceed and approvals. Without limiting the generality of the foregoing, the parties hereto shall maketake, or cause to be madetaken, all filings appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement, (b) use all commercially reasonable efforts to obtain from Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required (if any) of each of them to be obtained or made by the Purchaser or the Company or any of their respective Subsidiaries or Affiliates subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and (c) use all commercially reasonable efforts to make all necessary filings, and thereafter make any other required submissions with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement required under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and, in (including a joint request for early termination) and any event, within 10 days after the date hereof, and the other applicable Law. The parties hereto shall use their commercially reasonable efforts to respond to any requests for additional information made by any Governmental Authority to which any cooperate with each other in connection with the making of all such filings and the Company and Purchaser shall equally share the filing was made, to cause any applicable waiting periods to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense, any assertion that the transactions contemplated herein constitute a violation of fees incurred under the HSR Act, all to the end of expediting consummation of the Transactions.

Regulatory and Other Authorizations; Notices and Consents. The Purchaser and the Sellers shall each use their commercially reasonable efforts to promptly obtain all waivers, authorizations, notices to proceed, consents, orders and approvals (a) --------------------------------------------------------- Each of all Governmental Authorities, officials and other Persons, make all required filings, applications and petitions with, and give all required notices to, the applicable Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other parties in promptly seeking to obtain all such waivers, authorizations, consents, orders, notices to proceed and approvals. Without limiting the generality of the foregoing, the parties hereto shall make, or cause to be made, promptly make any and all filings which they are required (if any) of each of them or any of their respective Subsidiaries or Affiliates to make under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act Act"), for the sale of the Shares, the Warrants, the ------- Warrant Shares, the PBV Units and the LDIG Purchase Shares and agrees to furnish the other parties hereto with such necessary information and reasonable assistance as such party may reasonably request in connection with the preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice --- (the "Antitrust Division"), including any filings or notices necessary under the ------------------ HSR Act. Any such actions with respect to the transactions contemplated hereby exercise of the Option shall be taken by the Company at such times as promptly as practicable and, in any event, within 10 days after the date hereof, and Liberty Digital reasonably shall so request. Each of the parties hereto shall shall, at its own expense, use their commercially all reasonable efforts to respond to any requests request for additional information information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority governmental authority pertaining to which any such filing was made, it with respect to cause any applicable waiting periods to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense, any assertion that the transactions contemplated herein constitute a violation sale of the HSR ActShares, all to the end Warrants, the Warrant Shares, the PBV Units and the LDIG Purchase Shares and shall keep the other parties hereto fully apprised of expediting consummation of the Transactionsits actions with respect thereto.

Regulatory and Other Authorizations; Notices and Consents. The Purchaser and the Sellers shall each use their commercially reasonable best efforts to promptly obtain all waivers, authorizations, notices to proceed, consentsConsents, orders and approvals of all Governmental Authorities, officials and other Persons, make all required filings, applications and petitions with, and give all required notices to, the applicable Governmental Authorities and other Persons that may be or become necessary for its their execution and delivery of, and the performance of its their obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other parties Purchaser in promptly seeking to obtain all such waivers, authorizations, consentsConsents, orders, notices to proceed and approvals. Without limiting the generality of the foregoing, each of the parties hereto shall make, or cause to be made, all filings required (if any) of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within 10 days after the date hereof, and the parties hereto shall use their commercially reasonable best efforts to respond to any requests for additional information made by any Governmental Authority to which any such filing was made, to cause any applicable waiting periods to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense, any assertion that the transactions contemplated herein constitute a violation of the HSR Act, all to the end of expediting consummation of the Transactions.

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser and each of the Sellers shall each use their respective commercially reasonable efforts to promptly obtain all waivers, authorizations, notices to proceed, consents, orders and approvals of all Governmental Authorities, officials and other Persons, make all required filings, applications and petitions with, and give all required notices to, the applicable Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, to this Agreement and (the Ancillary Agreements “Governmental Approvals”) and will cooperate fully with the each other parties in promptly seeking to obtain all such waiversGovernmental Approvals. For the purposes of the definition of “Governmental Approvals”, any authorizations, consentsconsents and approvals from the Jurong Town Corporation shall not be considered a Governmental Approval but shall be an authorization, orders, notices to proceed and approvalsconsent or approval of a third party. Without limiting As soon as practicable after the generality of the foregoingentry into this Agreement, the parties hereto shall make, or cause to be made, all filings required (if any) cooperate in the preparation of each of them or any of their respective Subsidiaries or Affiliates under the HSR Act with respect a notification to the transactions contemplated hereby as promptly as practicable and, in any event, within 10 days after CCS of the date hereofsale and purchase of the Shares hereunder, and the parties application to it for a decision, in accordance with Section 57(1) of the Competition Act and (if applicable) within the specified time frame (or extensions thereof) as may be stipulated by the CCS. Each party hereto undertakes not to provide any incomplete, false or misleading information to the CCS in connection with the aforesaid notification and application to the CCS for a decision. The Sellers shall use their commercially reasonable efforts not be required to respond pay any fees or other payments to any requests for additional information made by any Governmental Authority Authorities in order to which obtain any such authorization, consent, order or approval (other than normal filing was made, to cause any applicable waiting periods to terminate or expire at fees that are imposed by Law on the earliest possible date and to resist vigorously, at their respective cost and expense, any assertion that the transactions contemplated herein constitute a violation of the HSR Act, all to the end of expediting consummation of the TransactionsSellers).

Regulatory and Other Authorizations; Notices and Consents. The Purchaser (a) Each of the Sellers and the Sellers shall each Purchaser will use their commercially reasonable efforts to promptly obtain (or in the case of the Sellers cause Century CP to obtain) all waivers, authorizations, notices to proceed, consents, orders and approvals of all Governmental Authorities, officials and other Persons, make all required filings, applications and petitions with, and give all required notices to, the applicable Governmental Authorities and other Persons officials that may be or become necessary for its their execution and delivery of, and the performance of its their obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the such other parties in promptly seeking to obtain all such waivers, authorizations, consents, orders, notices to proceed orders and approvals. Without limiting , it being understood that (i) nothing in this Section 5.04(a) is intended to be a covenant that the generality of Sellers shall in fact obtain on the foregoingPurchaser's behalf any such authorizations, the parties hereto shall makeconsents, orders or approvals, or cause (ii) except as provided in Section 8.02, obtaining any such authorizations, consents, orders and approvals shall not be a condition to be madeClosing. Each party hereto agrees to make an appropriate filing, all filings required (if any) of each of them or any of their respective Subsidiaries or Affiliates under necessary, pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement within fifteen Business Days of the date hereof and to supply as promptly as practicable and, in to the appropriate Governmental Authorities any event, within 10 days after the date hereof, and the parties hereto shall use their commercially reasonable efforts to respond to any requests for additional information made by and documentary material that may be requested pursuant to the HSR Act. Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority to which any such filing was made, to cause any applicable waiting periods to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense, any assertion that the transactions contemplated herein constitute a violation of the HSR Act, all relating to the end matters that are the subject of expediting consummation of this Agreement and permit the Transactionsother parties to review in advance any proposed communication by such party to any Governmental Authority.