FairPoint Communications 2005 Annual Report Download - page 185

6.10 Notice of Transfer. Buyer and SICC shall cooperate in providing any required notices to the appropriate Governmental Authority
regarding any issues of ownership or control or change thereof (including any such issues relating to the Franchises).
6.11 Further Assurances. On the terms and subject to the conditions of this Agreement, the parties hereto shall use reasonable efforts at their
own expense 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 regulations to
consummate and make effective as promptly as possible the transactions contemplated by this Agreement, and to cooperate with each other in connection with
the foregoing, including, without limitation, using reasonable efforts to (a) obtain all necessary waivers, consents and approvals from other parties to loan
agreements, leases, mortgages and other contracts; (b) obtain all necessary consents, approvals and authorizations as are required to be obtained under any
judgment, decree, order, law, statute, ordinance, rule or any regulations or in connection with any Franchises; and, (c) fulfill all conditions to the obligations
of the parties under this Agreement. Each of the parties hereto further covenants and agrees that he, she or it shall use reasonable efforts to prevent a Threatened
or pending preliminary or permanent injunction or other Order. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, in no
event shall Buyer be required to, or SICC or any Subsidiary be permitted to, agree to any divestiture of any businesses, assets or product lines of the Buyer,
SICC, or any of their respective Subsidiaries in order to enable or obtain any FCC Consent or any approval of a third party or Governmental Authority under
any antitrust law or other legal requirement that is necessary to consummate the transactions contemplated by this Agreement or any Related Agreement.
6.12 Consents.
(a) Each of the parties hereto shall act promptly to prepare and file all required requests for, and use reasonable efforts to obtain all waivers,
authorizations, Consents and approvals of all Persons and Governmental Authorities necessary, proper or advisable in connection with the consummation of
the transactions contemplated by this Agreement prior to the Closing Date. The parties shall: (i) cooperate to promptly file any notification required to be filed
under the HSR Act to consummate the transactions contemplated hereby within ten (10) days of the execution of this Agreement; (ii) request early termination
of the waiting period thereunder; and, (ii) use all commercially reasonable efforts to comply as promptly as practicable with any request made pursuant to the
HSR Act for additional information.
(b) All applications and notices filed with any Governmental Authority will comply in all material respects with all requirements of law. The
parties shall diligently and jointly prosecute all such applications and take all such actions and give all such notices as may be required or requested by the
FCC or any other Governmental Authority or as may be appropriate in an effort to expedite the grant of such consents by the FCC or such Governmental
Authority. The parties agree to cooperate with each other in connection with either party’s efforts to satisfy applicable regulatory requirements in connection
with the transactions contemplated by this Agreement, each at its own cost and expense.
(c) Except to the extent prohibited by requirements of law, each of the parties hereto shall provide to each of the other parties hereto copies of all
filings and material correspondence
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