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(b) Buyer agrees that if in connection with the process of obtaining any Consent <br />or Designated Consent, a Governmental Authority or other Person purports to require any condition, <br />change or additional or different terms to a Franchise, License or Contract to which such Consent <br />or Designated Consent relates that would be applicable to any of Buyer or any Falcon Company as <br />a requirement for granting its Consent or Designated Consent, Buyer may negotiate jointly with <br />Falcon with such Governmental Authority or other Person, as appropriate, with respect to such <br />condition or change, and each agrees that neither Sellers, the Falcon Companies nor Buyer shall <br />have any obligation to bear any monetary obligations to a Governmental Authority or other Person <br />as a condition to obtaining any required Consent or Designated Consent therefrom; Mlisjded, <br />however that either Sellers or Buyer may elect, in its sole discretion, to satisfy such monetary <br />obligations, in which case, Buyer will accept (and agree that Falcon may cause any Falcon Company <br />to accept) any condition or change in the Franchise, License or Contract m which such Consent or <br />Designated Consent relates to the extent provided herein (but, in the case of Sellers electing to <br />satisfy any such monetary obligations, Buyer and the Falcon Companies will be deemed to have <br />accepted such condition or change only to the extent Sellers reimburse the Falcon Companies or give <br />Buyer credit against the Aggregate Consideration at the Closing for the amount of such monetary <br />obligations, as determined by the mutual agreement of Buyer and Sellers, each acting reasonably); <br />and provided further that Buyer will accept and comply with any commercially reasonable non. <br />monetary obligation imposed by any such Governmental Authority or other Person. <br />(c) Each of Falcon and Buyer shall make its representatives available (at its own <br />expense) to attend one or more meetings of a Governmental Authority from whom a Consent is <br />requested and shall promptly famish to any Governmental Authority or other Person from whom <br />a Consent is requested such accurate and complete information regarding it and its Subsidiaries, <br />including financial information concerning Buyer and other information relating to the cable and <br />other media operations of Buyer, as a Governmental Authority or other Person may reasonably <br />require in connection with obtaining any Consent. The parties shall promptly consult with each <br />other regarding any prospective meeting or information request and promptly famish to each other <br />a copy of any such information provided to a Governmental Authority or other Person, and any other <br />information concerning Buyer as Falcon may reasonably request in connection with obtaining any <br />Consent. To the extent Falcon is required to supply such information as to Buyer and its <br />Subsidiaries to Persons from whom Consents are sought, Falcon may supply such information and <br />Pen ..^.o ob!iga:iaa to Buyer v.;h`, respect to arc discno me or use of such information by such <br />Personsns.. <br />(d) It is understood and agreed that nothing herein shall prevent Buyer (or Weir <br />employees, agents, representatives and any other Person acting on behalf of Buyer) from making <br />statements or inquiries to, attending meetings of, making presentations to, or from responding to <br />requests initiated by, Governmental Authorities or other Persons from which a Consent is sought, <br />and Buyer shall use commercially reasonable efforts to apprise Falcon of all such requests. <br />(a) After the Closing, Sellers will cooperate in all reasonable respects with Buyer <br />and the Falcon Companies to obtain any of the Consents that were not obtained prior to the Closing, <br />provided that such coopemuon will not require the Sellers to make any expenditure or payment of <br />otnirsvusrxacmwu 46 <br />