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6.5 HSR Act Filim As soon as practicable after the execution of this Agreement, but <br />in any event no later than thirty (30) days after such execution (subject to extension fora period of <br />up to an additional ten (10) days, if reasonably necessary for a party in complete its notification and <br />report if not filed by the expiration of such thirty (30) day period) the parties will each complete and <br />file, or cause to be completed and filed, any notification and report required to be filed under the <br />HSR Act; and each such filing shall request early temdnation of the waiting period imposed by the <br />HSR Act. The parties shall use commercially reasonable efforts to respond as promptly as <br />reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") <br />and the Antitrust Division of the Deparnmem of Justice (the "Antitrust Division") for additional <br />information or documentation and to respond as promptly as reasonably practicable to all inquiries <br />and requests received from any other Governmental Authority in connection with antitrust matters. <br />The parties shall use commercially reasonable efforts to overcome any objections which may he <br />raised by the FTC, the Antitrust Division or any other Governmental Authority havingjmisdiction <br />over antitrust matters. <br />6.6 No Inconsistent Actions- Charter LLC. <br />(a) No parry hereto, nor my oftheir respective Affiliates, will take any action that <br />is inconsistent with its obligations under this Agreement or which does, or would reasonably be <br />expected to, hinder or delay the consummation of the transaction contemplated by this Agreement. <br />Without limiting the generality of the foregoing, at all times between the date hereof and the Closing <br />Date, Buyer will take all necessary or advisable actions to ensure, and Buyer will ensure, that Buyer <br />is able to deliver the Cash Consideration and the Equity Consideration at Closing. <br />(b) Buyer shall form Charter LLC as a Delaware limited liability company as <br />soon as practicable after the execution of this Agreement and in any event prior to the filing of my <br />Consent applications to be filed pursuant to Section 6.4. Buyer shall cause Charter LLC to execute <br />such applications as the transitive as appropriate and to take all appropriate actions with respect to <br />any such applications. Buyer shall cause Charter LLC to take all appropriate actions necessary for <br />Buyer and Charter LLC to perform their obligations under this Agreement and the other Transaction <br />Documents. <br />(c) Within 60 days after die date hereof, Buyer and FHGLP shall negotiate in <br />good faith (1) the definitive Charter LLC Operating Agreement to be effecfive upon the Closing in <br />accordance with the terns set forth on Exhibit D and such additional terms es Buyer and FHGLP <br />may mutually agree, (2) the definitive Exchange Agreement in accordance with the terms set forth <br />on Exhibit E and such additional terms as Buyer and FHGLP may mutually agree, (3) a form of <br />amended and restated limited partnership agreement of Falcon Communications, L.P. to be effective <br />immediately after the Closing (the "Amended Falcon Partnership Agreement"), which agreement <br />shall provide for pro rata and nondiscriminatory treatment of its partners and shall otherwise be <br />reasonably acceptable to FHGLP, (4) the definitive Put Agreement to be effective upon the Closing <br />in accordance with Exhibit Band such additional terms as Buyer and FHGLP may mutually <br />agreement, and (5) the definitive Registration Rights Agreement to be effective in accordance with <br />Exhibit C and such additional terms as FHGLP and Buyer may mutually agree. If Buyer and <br />ncnnmrur axsnmou 48 <br />