EXCHANGE. EACH OF THE
PARTIES SHALL PROMPTLY INFORM THE OTHER PARTY OF ANY COMMUNICATION WITH, AND ANY
PROPOSED UNDERSTANDING, UNDERTAKING OR AGREEMENT WITH, ANY GOVERNMENT ENTITY
REGARDING ANY SUCH FILINGS OR ANY SUCH TRANSACTION. SELLER AND BUYER SHALL NOT,
AND BUYER SHALL CAUSE PARENT NOT TO, PARTICIPATE IN ANY MEETING WITH ANY
GOVERNMENT ANTITRUST ENTITY IN RESPECT OF ANY SUCH FILINGS, INVESTIGATION OR
OTHER INQUIRY WITHOUT GIVING THE OTHER 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
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
103
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