PARTY PRIOR NOTICE OF, AND THE
OPPORTUNITY TO PARTICIPATE IN, SUCH MEETING. THE PARTIES HERETO WILL CONSULT AND
COOPERATE WITH ONE ANOTHER IN CONNECTION WITH ANY ANALYSES, APPEARANCES,
PRESENTATIONS, MEMORANDA, BRIEFS, ARGUMENTS, OPINIONS AND PROPOSALS MADE OR
SUBMITTED BY OR ON BEHALF OF ANY PARTY HERETO IN CONNECTION WITH ALL MEETINGS,
ACTIONS AND PROCEEDINGS UNDER OR RELATING TO THE HSR ACT (INCLUDING, WITH
100
respect to making a particular filing, by providing copies of all such documents
(other than those that will not be publicly available) to the non-filing party
and their advisors prior to filing and, if requested, giving due consideration
to all reasonable additions, deletions or changes suggested in connection
therewith); provided, however, that in no event shall Buyer or Seller be
required to furnish, or Buyer be required to cause Parent to furnish, any
information that, based on advice of such party's counsel, would reasonably be
expected to create any potential Liability under applicable Laws, including U.S.
Antitrust Laws, or would constitute a waiver of any material legal privilege
(provided, that in such latter event Buyer and Seller shall use commercially
reasonable efforts to cooperate to permit disclosure of such information in a
manner consistent with the preservation of such legal privilege).
(F)
IN FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, EACH OF
BUYER AND SELLER AGREES TO MAKE, AND BUYER AGREES TO CAUSE PARENT TO MAKE, AS
PROMPTLY AS PRACTICABLE, (I) AN APPROPRIATE FILING OF A NOTIFICATION AND REPORT
FORM PURSUANT TO THE HSR ACT WITH RESPECT TO THE TRANSACTION AND THE EXCHANGE
(WHICH FILING SHALL BE MADE IN ANY EVENT WITHIN 20 BUSINESS DAYS OF THE DATE
HEREOF), (II) APPROPRIATE FILINGS WITH THE FCC, AND ANY STATE PUBLIC SERVICE
COMMISSIONS HAVING JURISDICTION OVER ANY TRANSFERRED ASSETS OR ANY SERVICES
PROVIDED BY ANY SPECIFIED BUSINESS OR THE ASSETS OF OR SERVICES PROVIDED BY THE
PARENT BUSINESS WITH RESPECT TO THE TRANSACTION AND THE EXCHANGE, AND (III) ALL
OTHER NECESSARY FILINGS WITH OTHER GOVERNMENT ENTITIES RELATING TO THE
TRANSACTION AND THE EXCHANGE, AND TO USE COMMERCIALLY REASONABLE EFFORTS TO
CAUSE THE EXPIRATION OR TERMINATION OF THE APPLICABLE WAITING PERIODS UNDER THE
HSR ACT AND THE RECEIPT OF THE SELLER REQUIRED APPROVALS AND THE BUYER REQUIRED
APPROVALS UNDER SUCH OTHER LAWS OR FROM SUCH AUTHORITIES OR THIRD PARTIES AS
SOON AS PRACTICABLE; PROVIDED, HOWEVER, THAT BUYER SHALL REIMBURSE SELLER FOR
THE REASONABLE OUT-OF-POCKET COSTS, IF ANY, INCURRED BY SELLER AS A RESULT OF
SUCH COOPERATION SOLELY TO THE EXTENT IT RELATES TO THE CONSUMMATION OF THE
EXCHANGE.
(G)
EACH OF SELLER AND BUYER SHALL, AND BUYER SHALL CAUSE PARENT TO,
GIVE (OR SHALL CAUSE THEIR RESPECTIVE SUBSIDIARIES TO GIVE) ANY NOTICES TO THIRD
PARTIES, AND USE, AND CAUSE THEIR RESPECTIVE SUBSIDIARIES TO USE, COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN ANY THIRD PARTY (EXCLUDING GOVERNMENT ENTITIES)
CONSENTS RELATED TO OR REQUIRED IN CONNECTION WITH THE TRANSACTION AND THE
EXCHANGE THAT ARE SELLER REQUIRED APPROVALS OR BUYER REQUIRED APPROVALS;
PROVIDED, HOWEVER, THAT BUYER SHALL REIMBURSE SELLER FOR THE REASONABLE