Common use of Agreement to Cooperate Clause in Contracts

Agreement to Cooperate. (a) Each of the Parties will 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 under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act.

Agreement to Cooperate. (a) Each of the Parties will The Company and Parent shall each use commercially their reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, necessary and proper or advisable under Applicable applicable Law to consummate the Merger and make effective the Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities transactions contemplated hereby as promptly as practicable after practicable, (ii) obtain from any Governmental Entity or any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authoritiesconsummation of the transactions contemplated hereby including, each of which must be obtained or become final in order to satisfy without limitation, the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waiversOffer and the Merger, consents and approvals, (iii) to effect as promptly as practicable, make all necessary registrationfilings, filings and submissions thereafter make any other required submissions, with respect to the Offer, this Agreement and the Merger required under (including without limitation the Registration Statement, other filings under A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (B) the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) related governmental request thereunder, and (ivC) any other applicable Law. The Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to lift 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. Subject to Section 6.04, Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any injunction application or other legal bar filing to be made pursuant to the Merger rules and the Transactions (and, regulations of any applicable Law in such case, to proceed connection with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required transactions contemplated by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Actthis Agreement.

Agreement to Cooperate. (a) Each Subject to the provisions of Section 9.16, each of the Parties will parties hereto shall use commercially reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger Transactions, and make effective (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including including, in all cases, without limitation using commercially its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth extent provided in Section 7; 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Xxxx-Xxxxx-Xxxxxx Act and any other submissions requested by all filings necessary for ATS to own and operate the SEC or Meridian Assets and conduct the Federal Trade Commission or Department of Justice) and Meridian Business), (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, and (v) to obtain the requisite votes satisfaction of the Stockholders. Each conditions specified in Article 6, including without limitation the truth and correctness as of the Parties recognizes that the consummation Closing Date as if made on and as of the Merger Closing Date of the representations and warranties of such party and the Transactions may be subject to the pre-merger notification requirements performance and satisfaction as of the HSR Act. Each agrees thatClosing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by Applicable Law to consummate the Merger, it will file with the Antitrust Division provisions of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Actthis Agreement.

Agreement to Cooperate. (a) Each of the Parties will shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially its reasonable best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions condition applicable to it set forth in Section 76.1(c); (ii) to obtain all necessary or appropriate waivers, consents and approvals, ; (iii) to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act federal or state securities laws or the HSR Act and any other submissions requested by the SEC SEC, the FTC or the Federal Trade Commission or Department of Justice) DOJ); and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the StockholdersTransactions. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be is subject to the pre-merger preacquisition notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, that it will file with the Antitrust Division of the Department of Justice DOJ and the Federal Trade Commission FTC within fifteen (15) days of the date of this Agreement a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each Party covenants and agrees to use commercially its reasonable best efforts to achieve the prompt termination or expiration of any waiting period or any extensions extension thereof under the HSR ActAct and to obtain any clearance required under the HSR Act for the consummation of the Merger, which efforts, for purposes of this Agreement, shall not require either Party, the Surviving Corporation or any of their respective Subsidiaries in order to obtain any consent or clearance from the DOJ, FTC or any other Authority to hold separate, sell or otherwise dispose of any assets, the effect of any of which, in the reasonable judgment of such Party, would be to materially impair the value of the Merger to such Party.

Agreement to Cooperate. (a) Each of the Parties will The Company and Parent shall each use commercially their reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, necessary and proper or advisable under Applicable applicable Law to consummate the Merger and make effective the Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities transactions contemplated hereby as promptly as practicable after practicable, (ii) obtain from any Governmental Entity or any other third Person any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authoritiesconsummation of the transactions contemplated hereby including, each of which must be obtained or become final in order to satisfy without limitation, the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvalsMerger, (iii) to effect as promptly as practicable, make all necessary registrationfilings, filings and submissions thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, (iv) obtain listing on the Nasdaq Capital Market for Parent Common Stock in connection with the Merger and (v) register or qualify the Share Issuance under any applicable state blue sky or securities Laws; provided, however, that nothing in this Section 5.08(a) shall require Parent or any of its Subsidiaries to agree to any material restriction, condition or obligation with respect to their respective assets, liabilities, business, operations or results of operations. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including without limitation providing copies of all such 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. Parent and the Company shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. Each of Parent and the Company shall use its reasonable best efforts to obtain the opinion of Xxxxxxxx & Xxxxxxxx LLP required to be filed as Exhibit 8.1 to the Registration Statement, other filings under including, without limitation, providing Xxxxxxxx & Xxxxxxxx LLP with representation letters, dated and executed as of the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department dates of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (andsuch opinions, in such case, to proceed with substantially the Merger form attached hereto as Exhibits D and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act.E.

Agreement to Cooperate. (a) Each of the Parties will shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable necessary under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially its reasonable best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions condition applicable to it set forth in Section 7; 6.1(d), (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act federal or state securities laws or the HSR Act and any other submissions requested by the SEC or SEC, the Federal Trade Commission or the Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes vote of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be is subject to the pre-merger preacquisition notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR ActHSR. Each covenants and agrees to use commercially its reasonable best efforts to achieve the prompt termination or expiration of any waiting period or any extensions extension thereof under the HSR Act. Notwithstanding anything to the contrary contained in this Agreement, in connection with or as a condition to receiving the consent or approval of any Authority or otherwise, Acquiror shall not be required to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of it or any of its Subsidiaries (including, without limitation, the Surviving Corporation after consummation of the Merger).

Agreement to Cooperate. (a) Each of the Parties will parties hereto shall use commercially reasonable business efforts (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger Exchange and make effective the other Transactions, including and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Exchange or the making effective of the other Transactions, including, in all cases, without limitation using commercially its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger Exchange and the other Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions condition applicable to it set forth in Section 7; 6.1(b), (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Xxxx-Xxxxx-Xxxxxx Act and any other submissions requested by all filings necessary for EZ and Evergreen to own and operate the SEC or Evergreen Stations and the Federal Trade Commission or Department of Justice) and EZ Stations, respectively), (iv) to lift any injunction or other legal bar to the Merger and Exchange or any of the other Transactions (and, in such case, to proceed with the Merger Exchange and the other Transactions as expeditiously as possible), subjectand (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party. Without limiting the generality of the foregoing, the parties acknowledge and agree that the assignment of the FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC. Within twenty (20) days following the execution and delivery of this Agreement, Evergreen and EZ shall file with the FCC appropriate applications for FCC Consents, which applications shall not contain any request for waiver of the FCC's multiple ownership rules; provided, however, to that (i) EZ may file a separate application with the requisite votes FCC seeking reassignment of the Stockholders. Each Extra Charlotte Station from the Charlotte Trustee to any EZ Party or Affiliate of an EZ Party (or, if not theretofore assigned, seeking retention of such Station) which application may request a waiver of the Parties recognizes that Commission's multiple ownership rules and (ii) Evergreen may file a separate application with the consummation FCC seeking reassignment of the Merger and Extra Philadelphia Station from the Transactions Philadelphia Trustee to any Evergreen Party or Affiliate of an Evergreen Party (or, if not theretofore assigned, seeking retention of such Station) which application may be subject to the pre-merger notification requirements request a waiver of the HSR Act. Each agrees thatCommission's multiple ownership rules; provided further, to the extent required by Applicable Law to consummate the Mergerhowever, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form that no such application shall be filed or prosecuted in a manner so that materially delays the grant of the applications seeking the FCC Consents. The parties shall prosecute said applications with all reasonable diligence and otherwise use reasonable business efforts to obtain the grant of FCC Consents to such applications as expeditiously as practicable. If the FCC Consents, or any of them, imposes any condition on either party hereto (or, in the case of EZ, American or any of its Subsidiaries), such party shall use reasonable business efforts to comply with such condition unless compliance would have a Material Adverse Effect upon it. If reconsideration or judicial review is sought with respect to any FCC Consent, Evergreen and EZ shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be construed to limit any party's right to terminate this Agreement pursuant to the provisions of Section 7.1). Notwithstanding anything in this Agreement to the contrary, the Exchange is expressly conditioned upon the grant of the Final Order as to constitute substantial compliance with the notification requirements FCC Consents for the transfer of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve FCC Licenses for the prompt termination or expiration Stations without any condition which would have a Materially Adverse Effect upon the party acquiring such Stations, it being understood that the imposition of any condition requiring (a) any Evergreen Party (or any Affiliate thereof) to divest its interest in any radio station in the Philadelphia, Pennsylvania market or to otherwise take any action to comply with Section 73.3555(a) of the FCC rules shall not be deemed to have a Materially Adverse Effect upon the Evergreen Parties, or (b) any EZ Party (including American and its Subsidiaries) to divest their interest in any radio station in the Charlotte, North Carolina market or to otherwise take any action to comply with Section 73.3555(a) of the FCC rules shall not be deemed to have a Materially Adverse Effect upon the EZ Parties. Notwithstanding the foregoing, nothing in this Agreement shall be construed to require any EZ Party or any Evergreen Party to divest any asset to obtain termination of the Xxxx-Xxxxx-Xxxxxx Act waiting period or to avoid or settle litigation initiated by any extensions thereof under antitrust enforcement Authority seeking to block the HSR Acttransactions contemplated by this Agreement (unless such divesture is necessary to comply with the multiple ownership rules or policies of the FCC).

Agreement to Cooperate. (a) Each of the Parties will 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 under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Registration StatementFinancing Document, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act.

Agreement to Cooperate. (a) Each Subject to the terms and conditions of this Agreement and applicable law, each of the Parties will parties hereto shall use commercially its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law applicable laws and regulations to consummate the Merger and make effective the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Gotham, GGP, the Company, the FUMI Share Trust and approvalstheir respective subsidiaries (including any amendment, (iii) supplement or change of such material contractual relationships reasonably necessary to effect the Mergers, this Agreement and the transactions contemplated hereby), all necessary or appropriate waivers, consents, permits and approvals to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to consummation of the Merger and the Transactions Mergers (and, in such case, to proceed with the Merger and consummation of the Transactions Mergers as expeditiously as possible), subjectincluding through all possible appeals; provided, however, notwithstanding any other provision of this Agreement, except as set forth in Section 7.10(a)(1) of the Gotham Disclosure Schedule (such matters set forth therein, the "SHARED COSTS"), nothing herein shall require Gotham, Sub, GGC or GGP or any of their respective subsidiaries or affiliates to make any out-of-pocket expenses, accrue any liability for its account or make any accommodation or concession to the requisite votes Company, the FUMI Share Trust, FUMI or any third party (including Governmental Authorities) in connection with this Section 7.10. Except as set forth in Section 7.10(a)(2) of the Stockholders. Each of Gotham Disclosure Schedule (such matters set forth therein, the Parties recognizes "DUE AUTHORIZATIONS") or as otherwise provided in Article VIII hereof, there are no waivers, consents, permits and approvals that the are conditions to consummation of the Merger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Acttransactions contemplated hereby.

Agreement to Cooperate. (a) Each of the Parties will use commercially reasonable good faith best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially reasonable good faith best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; , (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Registration StatementFinancing Document, other any filings under the Securities Act or the HSR Act and any other submissions required or requested by the SEC or the Federal Trade Commission or Department of Justice) any Authority, and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable good faith best efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act.

Agreement to Cooperate. (a) Each of the Parties will 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 under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Registration StatementFinancing Document, other and filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act.

Agreement to Cooperate. (a) Each of the Parties will parties hereto shall use commercially reasonable business efforts (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger Exchanges and make effective the other Transactions, including and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Exchanges or the making effective of the other Transactions, including, in all cases, without limitation using commercially its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger Exchanges and the other Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registrationregistrations, filings and submissions (including without limitation filings within ten (10) business days of the Registration Statement, other filings date of this Agreement under the Securities Act or the HSR Hart-Scott-Rodino Act and any other submissions requested by all filings, including without limitatxxx xxx xxxxxx of all appropriate applications for FCC Consents, necessary for EZ and SFX to own and operate the SEC or Future SFX Station and the Federal Trade Commission or Department of Justice) and Future EZ Station, respectively), (iv) to lift any injunction or other legal bar to the Merger and Exchanges or any of the other Transactions (and, in such case, to proceed with the Merger Exchanges and the other Transactions as expeditiously as possible), subjectand (v) to obtain the satisfaction of the conditions specified in Article 6, howeverincluding without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party. The parties shall prosecute said filings and applications with all reasonable diligence and otherwise use reasonable business efforts to obtain the termination of the Hart-Scott-Rodino Act waiting period and the grant of FCC Consexxx xx xxxx xxxxications as expeditiously as practicable. If the FCC Consents, or any of them, imposes any condition on either party hereto (or, in the case of EZ, American or any of its Subsidiaries), such party shall use reasonable business efforts to comply with such condition unless compliance would have a Material Adverse Effect upon it. If reconsideration or judicial review is sought with respect to any FCC Consent, SFX and EZ shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be construed to limit any party's right to terminate this Agreement pursuant to the requisite votes provisions of Section 7.1). Notwithstanding anything in this Agreement to the contrary, the Exchanges are expressly conditioned upon the grant of the Stockholders. Each Final Order as to the FCC Consents for the transfer of the Parties recognizes FCC Licenses for the Stations without any condition Materially Adverse to the party acquiring such Stations, it being understood that the consummation imposition of any condition requiring (a) any SFX Party (or any Affiliate thereof) to divest its interest in any radio station in the Charlotte, North Carolina market or to otherwise take any action to comply with Section 73.3555(a) of the Merger FCC rules shall not be deemed to have a Materially Adverse Effect upon the SFX Parties, or (b) any EZ Party (including American and its Subsidiaries) to divest their interest in any radio station in the Transactions may be subject Pittsburgh, Pennsylvania market or to the pre-merger notification requirements otherwise take any action to comply with Section 73.3555(a) of the HSR ActFCC rules shall not be deemed to have a Materially Adverse Effect upon the EZ Parties. Each agrees thatNotwithstanding the foregoing, nothing in this Agreement shall be construed to the extent required by Applicable Law require any EZ Party or any SFX Party to consummate the Merger, it will file with the Antitrust Division divest any asset to obtain termination of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any Hart-Scott-Rodino Act waiting period or to avoid or settle litigatxxx xxxxxxxxx xx any extensions thereof under antitrust enforcement Authority seeking to block the HSR Acttransactions contemplated by this Agreement (unless such divesture is necessary to comply with the multiple ownership rules or policies of the FCC).

Agreement to Cooperate. (a) Each Subject to the terms and conditions herein provided, each of the Parties will parties hereto shall cooperate and use commercially reasonable their respective best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law applicable laws and regulations to consummate the Merger and make effective the Transactionstransactions contemplated by this Agreement, including using commercially its reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvalsapprovals and SEC "no-action" letters, (iii) to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to obtaining the requisite votes Required Statutory Approvals, the Company Stockholders' Approval and the HDG Stockholders' Approval; and provided, however, that nothing in this Section 7.5 shall affect any responsibility or obligation specifically allocated to any party in this Agreement. A7.6 CORRECTIONS TO THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENTS. Prior to the earlier of the Stockholders. Each of Termination Date or the Parties recognizes that Effective Time, HDG shall promptly correct any information provided by it to be used specifically in the consummation of Registration Statement, the Merger Proxy Statement/Prospectus, the SB-2 Amendment and the Transactions may be subject J&L Registration Statement that shall have become false or misleading in any material respect, and HDG shall take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the pre-merger notification requirements of Registration Statement, the HSR Act. Each agrees thatProxy Statement/Prospectus, the SB-2 Amendment and the J&L Registration Statement, as applicable, so as to correct the same and to cause appropriate dissemination thereof to the stockholders HDG, in each case to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Actapplicable law.

Agreement to Cooperate. (a) Each Subject to the terms and conditions of the Parties will this Agreement and not in limitation of any such provisions, each Party hereby agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions reasonable action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under Applicable Law applicable Laws to satisfy all conditions to, and to consummate the Merger and make effective as soon as reasonably possible, the Transactionstransactions contemplated by this Agreement and to carry out the purposes hereof, including using to perform and cause to be performed any further acts and to execute and deliver and cause to be executed and delivered any documents that may be reasonably necessary to carry out the provisions of this Agreement. Without limiting the generality of the foregoing, each Party shall use its commercially reasonable efforts to (i) obtain, or cause to prepare be obtained, all consents, authorizations, waivers and file with approvals from all Governmental Authorities that may be or become necessary for the applicable Authorities as promptly as practicable after the execution performance of its obligations pursuant to this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to give all notices to, and obtain all necessary or appropriate waiversconsents from, consents and approvalsthe respective third parties that are described in Schedules 4.1(d), (iii) to effect all necessary registration, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice4.1(e) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possibleSection 5.1(d), subject, however, to and from the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger Education Regulatory Authorities and the Transactions may be subject to the pre-merger notification requirements of under the HSR Act. Each agrees thatIn connection with this Section 6.2, (A) the Company shall keep Parent informed of all material developments, permit Parent an opportunity to review in advance any proposed written communications and include Parent’s reasonable edits thereto, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder; and (B) Parent shall keep the Company informed of all material developments, permit the Company an opportunity to review in advance any proposed written communications and include the Company’s reasonable edits thereto, and shall, at the Company’s request, include the Company in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder; provided that any party may reasonably designate any competitively sensitive material provided to the extent required by Applicable Law other party under this Section 6.2 as “outside counsel only,” in which case such materials and the information contained therein shall be given only to consummate the Merger, it will file with the Antitrust Division outside counsel of the Department of Justice recipient party and the Federal Trade Commission a Notification recipient party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors, or other representatives of the recipient party unless express written permission is obtained in advance from the source of the materials or information. Such consents, waivers and Report Form approvals shall be in a manner so as form reasonably acceptable to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR ActParent.

Agreement to Cooperate. (a) Each of the Parties will parties hereto shall use commercially reasonable business efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger and make effective the Transactions, including without limitation using commercially its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions condition applicable to it set forth in Section 7; 8.1(c) hereof, (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to prepare and file with the California Commissioner, as promptly as practicable after the execution of this Agreement, an application for permit to issue securities and a request for a hearing to determine the fairness of the Merger, to have the hearing held and the Merger approved by the California Commissioner (the "California Commissioner Fairness Ruling") , and to take such other actions, including without limitation the preparation of a proxy statement of the Company and responding to any comments on such proxy statement made by the California Commissioner, (iv) to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Hart-Scott-Rodino Act and any other submissions requested by axx xxxxxxx xxxxxxary for American to own and operate the SEC or the Federal Trade Commission or Department of Justice) and Stations), (ivv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, ) and (vi) to obtain the requisite votes satisfaction of the Stockholdersconditions specified in Article 7. Each Without limiting the generality of the Parties recognizes foregoing, the parties acknowledge and agree that the consummation assignment of the Merger and the Transactions may be FCC Licenses as contemplated by this Agreement is subject to the pre-merger notification requirements prior consent and approval of the HSR ActFCC. Each agrees thatWithin ten (10) business days following the date of this Agreement, to the extent required by Applicable Law to consummate the Merger, it will Company and American shall file with the Antitrust Division FCC appropriate applications for FCC Consents. The parties shall prosecute said applications with all reasonable diligence and otherwise use reasonable business efforts to obtain the grant of FCC Consents to such applications as expeditiously as practicable. If the FCC Consents, or any of them, imposes any condition on either party hereto, such party shall use reasonable business efforts to comply with such condition unless compliance would be unduly burdensome or would have a Material Adverse Effect upon it. If reconsideration or judicial review is sought with respect to any FCC Consent, the Company and American shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be construed to limit any party's right to terminate this Agreement pursuant to the provisions of Section 8.1 of this Agreement). The Merger is expressly conditioned upon the grant of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so Final Order as to constitute substantial compliance with the notification requirements FCC Consents for the transfer of control of the HSR Act. Each covenants and agrees Company to use commercially reasonable efforts American without any condition Materially Adverse to achieve the prompt termination or expiration of any waiting period American or any extensions thereof under the HSR Actof its Subsidiaries.

Agreement to Cooperate. (a) Each of the Parties will 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 under Applicable Law to consummate the Merger Asset Purchase and make effective the Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger Asset Purchase and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Registration StatementFinancing Document, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger Asset Purchase and the Transactions (and, in such case, to proceed with the Merger Asset Purchase and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger Asset Purchase and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the MergerAsset Purchase, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act.

Agreement to Cooperate. (a) Each of the Parties will 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 under Applicable Law to consummate the Merger Asset Purchase and make effective the Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger Asset Purchase and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger Asset Purchase and the Transactions (and, in such case, to proceed with the Merger Asset Purchase and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger Asset Purchase and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the MergerAsset Purchase, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act.

Agreement to Cooperate. (a) Each of the Parties will shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable necessary under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially its reasonable best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions condition applicable to it set forth in Section 7; 7.1(d), (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act federal or state securities laws or the HSR Act and any other submissions requested by the SEC or SEC, the Federal Trade Commission or the Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes vote of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be is subject to the pre-merger preacquisition notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially its reasonable best efforts to achieve the prompt termination or expiration of any waiting period or any extensions extension thereof under the HSR Act. Notwithstanding anything to the contrary contained in this Agreement, in connection with or as a condition to receiving the consent or approval of any Authority or otherwise, Parent shall not be required to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of it or any of its Subsidiaries (including, without limitation, the Surviving Corporation after consummation of the Merger).

Agreement to Cooperate. (a) Each Subject to the terms and conditions herein provided and subject to the fiduciary duties of the Parties will respective boards of directors of the Corporations and WCI, each of the parties hereto shall use commercially all reasonable efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law applicable laws and regulations to consummate the Merger and make effective the Transactionstransactions contemplated by this Agreement, including using commercially its reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of WCI and approvalsthe Corporations, (iii) all necessary or appropriate waivers, consents and approvals and SEC "no-action" letters to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction injunctive or other legal bar to the Merger and the Transactions Mergers (and, in such case, to proceed with the Merger and the Transactions Mergers as expeditiously as possible). At or immediately after the Closing, subjectWCI, howeverthe Mergers Subs., the Corporations and the Shareholders shall cause the Filed Plans to be filed with the requisite votes Secretary of State of the StockholdersState of Washington. Each (b) Without limitation of the Parties recognizes that the consummation foregoing, if required by applicable law, each of the Merger WCI and the Transactions may be subject Corporations undertakes and agrees to file as soon as practicable, and in any event prior to 15 days after the pre-merger notification requirements of Signing Date, a Notification and Report Form under the HSR Act. Each agrees that, to Act with the extent required by Applicable Law to consummate the Merger, it will file with Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division"). Each of WCI and the Federal Trade Commission a Notification Corporations shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants all inquiries and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act.45

Agreement to Cooperate. (a) Each of the Parties will shall use commercially reasonable its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially reasonable its best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions condition applicable to it set forth in Section 76.1(d); (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act federal or state securities laws or the HSR Act and any other submissions requested by the SEC or SEC, the Federal Trade Commission or the Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes vote of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be is subject to the pre-merger preacquisition notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR ActHSR. Each covenants and agrees to use commercially reasonable its best efforts to achieve the prompt termination or expiration of any waiting period or any extensions extension thereof under the HSR Act. Notwithstanding anything to the contrary contained in this Agreement, in connection with or as a condition to receiving the consent or approval of any Authority or otherwise, Acquiror shall not be required to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of it or any of its Subsidiaries (including, without limitation, the Surviving Corporation after consummation of the Merger).

Agreement to Cooperate. (a) Each Subject to the terms and conditions of this Agreement, including Section 5.03 and this Section 5.12, each of the Parties will hereto shall use commercially all reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law applicable law and regulations (including the HSR Act and the Gaming Laws) to consummate the Merger and make effective the Transactionstransactions contemplated by this Agreement, including using commercially its reasonable best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and approvalsthe Company and their respective subsidiaries, (iii) all necessary or appropriate waivers, consents and approvals to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to the consummation of the Merger and by the Transactions Outside Date (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the Stockholdersrespective boards of directors of the Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action which would reasonably be expected to materially delay or prevent consummation of the Merger. Each of the Parties recognizes that the consummation of the Merger Parent and the Transactions may be subject Company undertakes and agrees to the pre-merger notification requirements of file as soon as practicable a Notification and Report Form under the HSR Act. Each agrees that, to Act with the extent required by Applicable Law to consummate United States Federal Trade Commission (the Merger, it will file with “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the Federal Trade Commission a Notification to make such filings and Report Form in a manner so apply for such approvals and consents as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof are required under the HSR ActGaming Laws.

Agreement to Cooperate. (a) Each of the Parties will 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 under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Registration StatementFinancing Document, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be subject to the pre-pre- merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act.

Agreement to Cooperate. (a) Each Subject to the terms and conditions of this Agreement and subsection (b) of this Section 6.07, each of Purchaser, the Parties will Sellers and the Company shall, Purchaser shall cause its Subsidiaries to, and Sellers and the Company shall cause the Company’s Subsidiaries to, use their 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 under Applicable Law for it to consummate the Merger and make effective the Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Purchaser and approvalsthe Company and their respective Subsidiaries, (iii) all necessary or appropriate waivers, consents and approvals to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to consummation of the Merger and the Transactions transactions contemplated hereby (and, in such case, to proceed with the Merger and the Transactions Closing as expeditiously as possiblepracticable), subject, however, including through all possible appeals; provided that notwithstanding anything to the requisite votes contrary contained in this Agreement, the Sellers shall not be required to pay any consideration to a third party for such third party’s consent or waiver in an amount greater than $100,000 in the aggregate for all such consents (it being understood that such amount is not intended to indicate a level of commercially reasonable efforts generally) (other than 50% of the Stockholdersfiling fees for required consents pursuant to the HSR Act to be included in Company Transaction Expenses). Each of the Parties recognizes that the consummation of the Merger Purchaser and the Transactions Sellers agree that, from and after the date hereof and prior to the Closing, and except as may be subject to agreed in writing by the pre-merger notification requirements of the HSR Act. Each agrees thatSellers or Purchaser, to the extent required as applicable, or as may be contemplated by Applicable Law to consummate the Mergerthis Agreement, it will file with the Antitrust Division of the Department of Justice Purchaser and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to Sellers shall use commercially reasonable efforts not to, and shall use commercially reasonable efforts not to achieve permit any of their respective Subsidiaries or Affiliates to, agree, in writing or otherwise, to take any action to intentionally delay the prompt termination or expiration consummation of any waiting period of the transactions contemplated by this Agreement or intentionally cause the failure of any condition to the Closing to be satisfied, including any acquisition of, or agreement to acquire, any (x) electric generation or transmission facilities, (y) electric power sale, purchase or tolling agreement, or (z) natural gas storage or transportation facilities located in the markets in which the electric generation facilities owned or operated by Purchaser or any extensions thereof under of its Subsidiaries or the HSR ActCompany or any of its Subsidiaries are located.

Agreement to Cooperate. (a) Each 4. Subject to the terms and conditions of this Agreement, including Section 5.03, each of the Parties will parties hereto shall use commercially all reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law applicable laws and regulations (including the HSR Act and the Gaming Laws) to consummate the Merger and make effective the Transactionstransactions contemplated by this Agreement, including using commercially its reasonable best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents or approvals of third parties required in order to preserve material contractual relationships of Parent and approvalsthe Company and their respective subsidiaries, (iii) all necessary or appropriate waivers, consents and approvals to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such that case, to proceed with the Merger and the Transactions as expeditiously as possible). In addition, subject, however, subject to the requisite votes terms and conditions herein provided and subject to the fiduciary duties of the Stockholders. Each respective boards of directors of the Parties recognizes that Company and Parent, none of the parties hereto shall knowingly take or cause to be taken any action (including, but not limited to, in the case of Parent, (x) the incurrence of material debt financing, other than the financing in connection with the Merger and related transactions and other than debt financing incurred in the ordinary course of business, and (y) the acquisition of businesses or assets) which would reasonably be expected to delay materially or prevent consummation of the Merger Merger. Without limitation of the foregoing, each of Parent and the Transactions may be subject Company undertakes and agrees to the pre-merger notification requirements of file as soon as practicable, if required, a Notification and Report Form under the HSR Act. Each agrees that, to Act with the extent required by Applicable Law to consummate United States Federal Trade Commission (the Merger, it will file with "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and to make such filings and apply for such approvals and consents as are required under the Gaming Laws. Each of Parent and the Federal Trade Commission a Notification Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and Report Form to all inquiries and requests received from any State Attorney General or other governmental authority in a manner so as to constitute substantial compliance connection with the notification requirements of the HSR Act. Each covenants antitrust matters or Gaming Laws, and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of (ii) not extend any waiting period or any extensions thereof under the HSR ActAct or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other governmental entity and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger.

Agreement to Cooperate. (a) Each of the Parties will 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 under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions applicable to it set forth in Section 7; (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registration, filings and submissions (including without limitation the Registration StatementFinancing Document, other any filings under the Securities Act or the HSR Act and any other submissions requested by the SEC or the Federal Trade Commission or Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes of the Stockholders. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be subject to the pre-merger notification requirements of the HSR Act. Each agrees that, to the extent required by Applicable Law to consummate the Merger, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance with the notification requirements of the HSR Act. Each covenants and agrees to use commercially reasonable efforts to achieve the prompt termination or expiration of any waiting period or any extensions thereof under the HSR Act.

Agreement to Cooperate. (a) Each of the Parties will shall use commercially reasonable its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger and make effective the Transactions, including using commercially reasonable its best efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Merger and the Transactions by all such applicable Authorities, each of which must be obtained or become final in order to satisfy the conditions condition applicable to it set forth in Section 76.1; (ii) to obtain all necessary or appropriate waivers, consents and approvals, and to reasonably agree on and implement a procedure for obtaining the foregoing; (iii) to effect all necessary registrationregistrations, filings and submissions (including without limitation the Registration Statement, other filings under the Securities Act federal or state securities laws or the HSR Act and any other submissions requested by the SEC or SEC, the Federal Trade Commission or the Department of Justice) and (iv) to lift any injunction or other legal bar to the Merger and the Transactions (and, in such case, to proceed with the Merger and the Transactions as expeditiously as possible), subject, however, to the requisite votes vote of the Stockholdersstockholders of the Arcus Parties and the stockholders of Acquiror. Each of the Parties recognizes that the consummation of the Merger and the Transactions may be is subject to the pre-merger preacquisition notification requirements of the HSR Act. Each Act and agrees thatto make all further filings and submissions with, and respond to the extent required by Applicable Law to consummate the Mergerall further inquiries of, it will file with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form in a manner so as to constitute substantial compliance consummate the Merger and Transactions as expeditiously as possible. Notwithstanding anything to the contrary contained in this Agreement, in connection with or as a condition to receiving the notification requirements consent or approval of any Authority or otherwise, Acquiror shall not be required to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of it or any of its Subsidiaries (including, without limitation, the Surviving Corporation after consummation of the HSR Act. Each covenants and agrees to use commercially Merger) which, in the aggregate, have a fair market value (determined in the reasonable efforts to achieve judgment of the prompt termination or expiration Board of any waiting period or any extensions thereof under the HSR ActDirectors of Acquiror) in excess of $2,000,000.