OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.
Filings; Other Actions; Notification (a) The Company shall use its reasonable best efforts to prepare and file, as promptly as practicable after the date of this Agreement, the Proxy Statement with the SEC and shall promptly notify Cingular of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Cingular copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Cingular shall each use its best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (b) The Company, Cingular and Cingular Wireless shall cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable, including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (including by filing no later than 30 days after the date of this Agreement all applications required to be filed with the FCC and the notification and required form under the HSR Act; provided, however, that the failure to file within 30 days will not constitute a breach of this Agreement) and to obtain as promptly as reasonably 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 other transactions contemplated by this Agreement. BellSouth and SBC agree to use, to cause their Subsidiaries to use and to cause Cingular, Cingular Wireless and their respective Subsidiaries to use, their reasonable best efforts to take or cause to be taken such actions as Governmental Entities may require with respect to their respective businesses in order to assist Cingular, Cingular Wireless and their respective Subsidiaries in obtaining all necessary Governmental Consents. Nothing in this Agreement shall require, or be construed to require, Cingular, Cingular Wireless, BellSouth, SBC or their respective Subsidiaries to take any action or enter into any agreement with respect to any of its assets, business or operations (the sum of the aggregate positive and negative economic effects of all such actions and agreements on the value of the assets, business or operations of the combined Cingular, the Company, and their respective Subsidiaries (excluding synergies anticipated to be realized by SBC, BellSouth, Cingular or their respective Subsidiaries from the Merger) and on the value of the assets, business or operations of BellSouth, SBC or their respective Subsidiaries, as applicable, as of the date of any determination being referred to herein as the "Net Effects"), that would, individually or in the aggregate, reasonably be expected to result in the aggregate negative Net Effects being more than the Material Adverse Amount (as defined in Section 6.5(b) of the Cingular Disclosure Letter (a "Material Adverse Condition")). For purposes of calculating Net Effects with respect to the sale of a market or spectrum it is agreed that (i) the Net Effects of the sale of a market owned by any of the Company, Cingular or Cingular Wireless will be an amount equal to the Per Subscriber Amount (as defined in Section 6.5 of the Cingular Disclosure Letter) multiplied by the number of subscribers in the system and operations in such market proposed by Cingular, in good faith, to be sold, and (ii) the Net Effects of the sale of spectrum-only shall be $0.50 per MHz POP. Subject to applicable Laws relating to the sharing of information, Cingular and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Cingular or the Company, 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 (including the Proxy Statement). In exercising the foregoing right, each of the Company and Cingular shall act reasonably and as promptly as practicable. None of the Company, Cingular, Cingular Wireless, BellSouth or SBC shall agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other parties reasonably in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate. (c) The Company and Cingular each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Cingular, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement. (d) Subject to applicable Law and the instructions of any Governmental Entity, the Company and Cingular each 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 notices or other communications received by Cingular or the Company, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company shall give prompt notice to Cingular of any change, fact or condition, that is reasonably likely to result in a Material Adverse Effect or of any failure of any condition to Cingular's obligations to effect the Merger, and Cingular shall give prompt notice to the Company of any change, fact or condition, that is reasonably likely to result in a failure of any condition to the Company's obligations to effect the Merger. (e) Cingular's obligations under this Section 6.5 shall include, without limitation, the obligation to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the consummation of the Merger or the other transactions contemplated hereby, including, except to the extent it would reasonably be expected to result in a Material Adverse Condition, seeking to have any stay or other injunctive relief which would prevent or materially delay or impair the consummation of the transactions contemplated by this Agreement entered by any court or other Governmental Entity reversed on appeal or vacated consistent with its other obligations under this Section 6.5.
Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.