INCLUDING TO, JOINTLY OR INDIVIDUALLY, AS
MAY BE REQUIRED (I) OBTAIN ALL CONSENTS, APPROVALS, AUTHORIZATIONS, OPINIONS,
QUALIFICATIONS, ORDERS AND CLEARANCE, WITHOUT LIMITATION, OF COFECO, SCT,
COFETEL, AND ME UNDER THE LEY FEDERAL DE COMPETENCIA ECONÓMICA (THE FEDERAL
ECONOMIC COMPETITION LAW OF MEXICO), THE CONCESSIONS, THE LEY FEDERAL DE
TELECOMUNICACIONES (THE FEDERAL TELECOMMUNICATIONS LAW OF MEXICO), THE LEY DE
INVERSIÓN EXTRANJERA (THE FOREIGN INVESTMENT LAW OF MEXICO), AND ANY OTHER
ADMINISTRATIVE LAW IN MEXICO OR ANY OTHER APPLICABLE LAW AS ARE NECESSARY FOR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (II) OBTAIN
FROM GOVERNMENTAL AUTHORITIES AND OTHER PERSONS ALL OTHER CONSENTS, APPROVALS,
AUTHORIZATIONS, QUALIFICATIONS AND ORDERS AS ARE NECESSARY FOR THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND (III) PROMPTLY MAKE ALL
NECESSARY FILINGS, AND THEREAFTER MAKE ANY OTHER REQUIRED SUBMISSIONS, WITH
RESPECT TO THIS AGREEMENT REQUIRED UNDER ANY APPLICABLE LAW.
THE COMPANY, ON
THE ONE HAND, AND THE BUYERS, ON THE OTHER HAND, SHALL SPLIT THE COSTS OF ALL
FILING FEES AND OTHER CHARGES FOR FILING UNDER APPLICABLE LAWS BY ALL PARTIES,
OTHER THAN ANY FEES, CHARGES OR OTHER COSTS ASSOCIATED WITH THE ADDITION OF
PARTIES TO THE COMPANY TAAS AS PROVIDED IN SECTION 6.11(C).
NOTWITHSTANDING THE
FOREGOING, NOTHING IN THIS AGREEMENT WILL REQUIRE THE BUYERS OR ANY OF THEIR
AFFILIATES TO ENTER INTO ANY AGREEMENT, CONSENT DECREE OR OTHER COMMITMENT
REQUIRING THE BUYERS OR ANY OF THEIR AFFILIATES TO (A) DIVEST OR HOLD SEPARATE
(WHETHER BEFORE OR AFTER THE CLOSING) ANY ASSETS OF THE BUYERS, THE COMPANY OR
ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE AFFILIATES, (B) LITIGATE, PURSUE OR
DEFEND ANY ACTION CHALLENGING ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AS A VIOLATION OF ANY ANTITRUST OR COMPETITION LAWS OR (C) TAKE ANY
OTHER ACTION THAT WOULD, INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY ADVERSELY
AFFECT EITHER OF THE BUYERS OR ANY OF THEIR AFFILIATES.
THE COMPANY HEREBY
AGREES (AND AGREES TO CAUSE ITS SUBSIDIARIES AND THEIR REPRESENTATIVES) TO
COOPERATE WITH BUYER AND ITS REPRESENTATIVES IN PROVIDING ALL INFORMATION AND
DOCUMENTS ATTRIBUTABLE TO THE SELLERS, THE COMPANY OR THE COMPANY'S SUBSIDIARIES
OR RELATING TO THE BUSINESS THAT ARE REQUIRED UNDER APPLICABLE LAWS TO SUBMIT
REQUESTS FOR ANY CONSENTS, APPROVALS, AUTHORIZATIONS, OPINIONS, QUALIFICATIONS,
ORDERS AND CLEARANCES REQUIRED PURSUANT TO APPLICABLE LAWS.
(B)
PROMPTLY FOLLOWING THE DATE HEREOF,
THE SELLERS SHALL SUBMIT TO DDTC A GENERAL CORRESPONDENCE LETTER NOTIFYING DDTC
OF THE NATURE OF THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, AND SEEKING
ANY AUTHORIZATIONS REQUIRED BY THE ITAR IN ORDER TO CONSUMMATE AND MAKE
EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(C)
TO THE EXTENT THE PARTIES DEEM THAT
IT IS NECESSARY TO DO SO, THE COMPANY AND THE BUYERS SHALL USE COMMERCIALLY
REASONABLE EFFORTS AND COOPERATE TO EFFECT THE ADDITION OF EITHER OR BOTH OF THE
BUYERS AS A PARTY OR PARTIES TO ANY OF THE COMPANY
***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been