Common use of Filings; Other Actions; Notification Clause in Contracts

Filings; Other Actions; Notification. (a) Arch and PageNet shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Arch shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Arch and PageNet each shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable and on the same day as each of the Exchange Registration Statements, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of Arch and PageNet. Arch shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and the other transactions contemplated by this Agreement and will pay all expenses incident thereto. Each party shall notify the other of the receipt of the comments of the SEC and of any requests by the SEC for amendments or supplements to the Prospectus/Proxy Statement or the S-4 Registration Statement or for additional information and shall promptly supply one another with copies of all correspondence between any of them (or their Representatives) and the SEC (or its staff) with respect thereto. If, at any time prior to either of the Arch Stockholders Meeting or the PageNet Stockholders Meeting, any event shall occur relating to or affecting Arch, PageNet, or their respective officers or directors, which event should be described in an amendment or supplement to the Prospectus/Proxy Statement or the S-4 Registration Statement, the parties shall promptly inform one another and shall cooperate in promptly preparing filing and clearing with the SEC and, if required by applicable securities laws, mailing to Arch' or PageNet's stockholders, as the case may be, such amendment or supplement.

Filings; Other Actions; Notification. (a) Arch American and PageNet US Airways shall promptly prepare and file with after the SEC the Prospectus/Proxy Statementdate of this Agreement prepare, and Arch shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Arch and PageNet each American shall use its reasonable best efforts to file with the SEC as promptly as practicable thereafter, a registration statement on Form S-4 in connection with the issuance of shares of Newco Common Stock to stockholders of US Airways (the “Form S-4”), which Form S-4 will include a prospectus and a proxy statement in connection with the Stockholders Meeting (the “Prospectus / Proxy Statement”). Each of American and US Airways, in consultation with the other and, in the case of American, in consultation with the UCC’s Advisors, shall use its reasonable best efforts to (i) respond to any comments on the Form S-4 or the Prospectus / Proxy Statement or requests for additional information from the SEC as soon as reasonably practicable after receipt of any such comments or requests and (ii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable and on by the same day as each date that is 120 days after the date of the Exchange Registration Statementsthis Agreement, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of Arch and PageNet. Arch US Airways shall also use its reasonable best efforts to obtain promptly thereafter mail the Prospectus / Proxy Statement to the holders of shares of US Airways Common Stock. The Form S-4, and any proposed modifications, amendments, supplements, exhibits and other similar documents (collectively, the “Form S-4 Documents”), shall be provided to US Airways and the UCC’s Advisors prior to the effective date of the S-4 Registration Statement all necessary state securities law or "blue sky" permits and approvals required in connection being filed with the Merger and the other transactions contemplated by this Agreement and will pay all expenses incident thereto. Each party shall notify the other of the receipt of the comments of the SEC and of shall be in form and substance reasonably acceptable to US Airways (such acceptance not to be unreasonably delayed, conditioned or withheld). The Prospectus / Proxy Statement, and any requests by proposed modifications, amendments, supplements, exhibits and other similar documents (collectively, the SEC for amendments or supplements “Proxy Statement Documents”), shall be provided to American prior to being mailed to the Prospectus/stockholders of US Airways and shall be in form and substance reasonably acceptable to American (such acceptance not to be unreasonably delayed, conditioned or withheld). Prior to the date the Prospectus / Proxy Statement or the S-4 Registration Statement or for additional information is initially mailed to US Airways stockholders, American, US Airways and shall promptly supply one another with copies of all correspondence between any of them (or their Representatives) and the SEC (or its staff) with respect thereto. If, at any time prior to either of the Arch Stockholders Meeting or the PageNet Stockholders Meeting, any event shall occur relating to or affecting Arch, PageNet, or their respective officers or directors, which event should be described in an amendment or supplement to the Prospectus/Proxy Statement or the S-4 Registration Statement, the parties shall promptly inform one another and Merger Sub shall cooperate in promptly preparing filing good faith to approve a certificate or certificates of designation to the Newco Charter as reasonably necessary to create the Newco Mandatorily Convertible Preferred Stock, which certificate or certificates of designation shall be reasonably acceptable to each of American and clearing with the SEC and, if required by applicable securities laws, mailing to Arch' or PageNet's stockholders, as the case may be, such amendment or supplementUS Airways.

Filings; Other Actions; Notification. (a) Arch Starwood Trust and PageNet Starwood Corp. shall promptly prepare and file with the SEC the Prospectus/Proxy Statement, . Starwood Trust and Arch shall prepare and file with the SEC the S-4 Registration Statement as promptly as practicable. Arch and PageNet each Starwood Corp. shall use its all reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable and on the same day as each of the Exchange Registration Statements, and promptly thereafter mail the Prospectus/Proxy Statement cleared by the SEC and thereafter mailed to the stockholders of Arch Starwood Trust and PageNet. Arch Starwood Corp. Starwood Trust and Starwood Corp. shall also use its all reasonable best efforts to obtain prior to the effective date mailing of the S-4 Registration Proxy Statement all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) Each party of the Westin Companies and the Starwood Companies shall notify use all reasonable efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, dated (i) the date on which the Proxy Statement is mailed and (ii) the Closing Date, and addressed to the other party and its directors, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to the Proxy Statement. (c) The Westin Companies and the Starwood Companies shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) all reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the receipt of the comments of the SEC and of any requests other transactions contemplated by the SEC for amendments or supplements this Agreement. Subject to applicable laws relating to the Prospectus/Proxy Statement exchange of information, the Westin Companies and the Starwood Companies shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the Starwood Companies or the S-4 Registration Statement or for additional information and shall promptly supply one another with copies of all correspondence between any of them (or their Representatives) and the SEC (or its staff) with respect thereto. If, at any time prior to either of the Arch Stockholders Meeting or the PageNet Stockholders Meeting, any event shall occur relating to or affecting Arch, PageNet, or their respective officers or directors, which event should be described in an amendment or supplement to the Prospectus/Proxy Statement or the S-4 Registration Statement, the parties shall promptly inform one another and shall cooperate in promptly preparing filing and clearing with the SEC and, if required by applicable securities laws, mailing to Arch' or PageNet's stockholdersWestin Companies, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Westin Companies and the Starwood Companies shall act reasonably and as promptly as practicable. (d) Each of the Westin Companies and the Starwood Companies shall, upon request by the other, furnish the other with all information (including financial information) concerning itself, its Subsidiaries, directors, officers and stockholders and such amendment other matters as may be reasonably necessary or supplementadvisable in connection with the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of the Starwood Companies, the Westin Companies or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement or in connection with the issuance, sale or exchange of or tender for any securities of any of the Starwood Companies. (e) Each of the Westin Companies and the Starwood Companies shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notice or other communications received by the Starwood Companies or the Westin Companies, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this 37 41 Agreement. The Westin Companies and the Starwood Companies each shall give prompt notice to the other of (i) any change that is reasonably likely to result in a Westin Material Adverse Effect or Starwood Material Adverse Effect, respectively, (ii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, and (iii) any material default under any Contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing Date or Effective Time and of which any of the Westin Companies has knowledge. Without limitation of the foregoing, the Starwood Companies shall give the LLC notice of any breach by the Westin Companies of any of the provisions of this Agreement, of the failure of the Westin Companies to satisfy any of the conditions to the obligation of the Starwood Companies to consummate the transactions contemplated by this Agreement, or of any change or development that is likely to result in any such breach by the Westin Companies or any such failure by the Westin Companies to satisfy any such condition promptly upon the Starwood Companies' learning of such breach, failure or development from a source other than the Westin Companies. (f) Without limiting the generality of the undertakings pursuant to this Section 6.5, the Westin Companies and the Starwood Companies agree (i) to provide promptly to any and all federal, state, local or foreign court or Government Entity with jurisdiction over enforcement of any applicable antitrust laws ("Government Antitrust Entity") information and documents requested by any Government Antitrust Entity or necessary, proper or advisable to permit consummation of the Merger and the transactions contemplated by this Agreement and (ii) take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Merger or the other transaction contemplated hereby in accordance with the terms of this Agreement, any and all reasonable steps, including the appeal thereof or the posting of a bond necessary to vacate, modify or suspend such injunction or order, so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement; provided, however, that the foregoing shall not require the Starwood Companies or the Westin Companies to make any divestiture or consent to any divestiture in order to fulfill any condition or obtain any consent, authorization or approval or to appeal an injunction or order, or to post a bond in respect of such appeal, that is not economically reasonable for the Starwood Companies. 6.6.