Common use of Agreement to Cooperate Clause in Contracts

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the Hart-Scott-Rodino Act and all filings necessary for ATS to own anx xxxxxxx xxx Xxxblo Assets and conduct the Diablo Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party.

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 TransactionsMerger, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing anything which could impede or impair the consummation of the Merger or the consummation of the other Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions Merger by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation limitation, if required, filings within five (5) business days of the date of this Agreement under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Act and all filings necessary for ATS ATSI to own anx xxxxxxx xxx Xxxblo and operate the Gearon Assets and conduct the Diablo Gearon Business), (iv) to lift any injunction or other legal bar to the Transactions Merger (and, in such case, to proceed with the Transactions Merger as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 68, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party.

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Act and all filings necessary for ATS to own anx xxxxxxx xxx Xxxblo and operate the Diablo Assets and conduct the Diablo Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party.

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 Transactions, and (y) to refrain from taking, or cause causing to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation limitation, using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Act and all filings necessary for ATS to own anx xxxxxxx xxx Xxxblo and operate the Seller Assets and conduct the Diablo Seller Business) (the parties agreeing to use commercially reasonable efforts to make all required filings under the Xxxx-Xxxxx-Xxxxxx Act within sixty (60) days after the date hereof, each such filing to request early termination), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party.

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the Hart-Scott-Rodino Act and all filings necessary for ATS to own anx xxxxxxx xxx Xxxblo and operate the Seller Assets and conduct the Diablo Seller Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party.

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 Transactions, and (y) to refrain from taking, or cause causing to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation limitation, using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the Hart-Scott-Rodino Act and all filings necessary for ATS to own anx xxxxxxx and oxxxxxx xxx Xxxblo Xxxxxx Assets and conduct the Diablo Seller Business) (the parties agreeing to use commercially reasonable efforts to make all required filings under the Hart-Scott-Rodino Act within sixty (60) days after the date hereof, xxxx xxxx xxxing to request early termination), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party.

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 TransactionsMerger according to the terms and subject to the conditions hereof, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing anything which could impede or impair the consummation of the TransactionsMerger according to the terms and subject to the conditions hereof or the consummation of the other Transactions according to the terms and subject to the conditions hereof, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions Merger by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation limitation, if required, filings within ten (10) business days of the date of this Agreement under the Hart-Scott-Rodino Act and all filings necessary for ATS to own anx xxxxxxx xxx Xxxblo xxx xxxxxxe the ATC Assets and conduct the Diablo ATC Business), (iv) to lift any injunction or other legal bar to the Transactions Merger (and, in such case, to proceed with the Transactions Merger as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 67, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date (other than those that speak as of a specific date which need only be true and correct as of such date) of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party.

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 Exchanges and make effective the other Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Exchanges or the making effective of the other Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Exchanges and the other Transactions by all such applicable Authorities, each of which must be obtained or become final Final Orders in order to satisfy the extent provided condition applicable to it set forth in Section 6.1(a6.1(c), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation limitation, if required, filings within twenty (20) business days of the date of this Agreement under the Hart-Scott-Rodino Act and all filings necessary for ATS the Americax Xxxxxxx xxx xxe Jacor Parties to own anx xxxxxxx xxx Xxxblo Assets and conduct operate the Diablo BusinessJacor Stations and the American Stations, respectively), (iv) to lift any injunction or other legal bar to the Exchanges or any of the other Transactions (and, in such case, to proceed with the Exchanges and the other Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party. Without limiting the generality of the foregoing, 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 ten (10) business days following the execution of this Agreement, the American Parties and the Jacor Parties shall file with the FCC appropriate applications for FCC Consents. The parties shall prosecute said applications with all reasonable diligence and otherwise use reasonable business efforts to obtain the grant of FCC Consents to such applications as expeditiously as practicable. If the FCC Consents, or any of them, imposes any condition on either party hereto, such party shall use reasonable business efforts to comply with such condition unless compliance would have a material adverse effect upon it. If reconsideration or judicial review is sought with respect to any FCC Consent, the American Parties and the Jacor Parties shall oppose such efforts to obtain reconsideration or judicial review (but nothing herein shall be construed to limit any party's right to terminate this Agreement pursuant to the provisions of Section 7.1). Notwithstanding anything in this Agreement to the contrary, the Exchanges are expressly conditioned upon the grant of the Final Order as to the FCC Consents for the assignment of the FCC Licenses for the Stations without any condition which would have a materially adverse effect upon the party acquiring such Stations.

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a7.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d7.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the Hart-Scott-Rodino Act and all filings necessary for ATS to own anx xxxxxxx and opxxxxx xxx Xxxblo Assets XXX Xxxets and conduct the Diablo OPM Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party.

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 TransactionsMerger according to the terms and subject to the conditions hereof, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing anything which could impede or impair the consummation of the TransactionsMerger according to the terms and subject to the conditions hereof or the consummation of the other Transactions according to the terms and subject to the conditions hereof, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions Merger by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation limitation, if required, filings within ten (10) business days of the date of this Agreement under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Act and all filings necessary for ATS to own anx xxxxxxx xxx Xxxblo and operate the ATC Assets and conduct the Diablo ATC Business), (iv) to lift any injunction or other legal bar to the Transactions Merger (and, in such case, to proceed with the Transactions Merger as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 67, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date (other than those that speak as of a specific date which need only be true and correct as of such date) of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party.

Agreement to Cooperate. (a) Each of the parties hereto shall use 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 Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a7.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d7.2(d), without payment of any material amount of compensation, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Act and all filings necessary for ATS to own anx xxxxxxx xxx Xxxblo and operate the OPM Assets and conduct the Diablo OPM Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party.