OTHER CONSENTS AND APPROVALS CONTEMPLATED
BY THIS AGREEMENT, OR THAT, IN THE REASONABLE DISCRETION OF SUCH PARTY, ARE
REASONABLY NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY, IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTIES;
(J)
ALL LIENS ON ANY OF THE ACQUIRED ASSETS SHALL HAVE BEEN FULLY
RELEASED AND DISCHARGED PURSUANT TO SUCH DOCUMENTS IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE BUYER, AND THE SELLERS SHALL HAVE MADE ALL
NECESSARY FILINGS AND TAKEN ALL OTHER ACTION NECESSARY TO EFFECT SUCH RELEASES
AND DISCHARGES INCLUDING, WITHOUT LIMITATION, FILING ALL NECESSARY UCC
TERMINATION STATEMENTS IN ALL APPLICABLE JURISDICTIONS;
(K)
EACH PARTY WILL EXECUTE AND DELIVER ALL SUCH OTHER BILLS OF SALE,
ASSIGNMENTS, ENDORSEMENTS, INTELLECTUAL PROPERTY RIGHT ASSIGNMENTS, TRADE NAME
ASSIGNMENTS, DOMAIN NAME ASSIGNMENTS, CERTIFICATES OF TITLE, CONSENTS AND OTHER
NECESSARY INSTRUMENTS AND DOCUMENTS OF CONVEYANCE AND TRANSFER IN A FORM
REASONABLY SATISFACTORY TO THE PARTIES; AND
(L)
THE BUYER SHALL MAKE OR CAUSE TO BE MADE THE PAYMENT REQUIRED BY
SECTION 2.1 AND ADI SHALL DELIVER THE NOTE (AS DEFINED IN SUCH SECTION).
1.7
CONSENT OF THIRD PARTIES.
(A)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR IN ANY TRANSACTION
DOCUMENT TO THE CONTRARY, NEITHER THIS AGREEMENT NOR ANY SUCH TRANSACTION
DOCUMENT SHALL CONSTITUTE AN AGREEMENT TO ASSIGN OR OTHERWISE TRANSFER, OR
REQUIRE THE BUYER TO ASSUME ANY OBLIGATIONS UNDER, ANY ASSIGNED CONTRACT IF AN
ATTEMPTED ASSIGNMENT OR TRANSFER THEREOF WOULD, WITHOUT THE CONSENT OF A THIRD
PARTY TO SUCH ASSIGNMENT OR TRANSFER, CONSTITUTE A BREACH THEREOF, WOULD BE
INEFFECTIVE, WOULD AFFECT ADVERSELY THE RIGHTS OF THE BUYER THEREUNDER OR WOULD
VIOLATE ANY APPLICABLE LAW.
6
If any such consent has not been obtained as of the Closing Date and the Buyer
nevertheless determines to proceed with the Closing, the Sellers shall use their
reasonable best efforts to obtain such consent following the Closing, and the
Buyer will provide reasonable cooperation to the Sellers in seeking to obtain
any such consent.
(B)
IF ANY ASSIGNED CONTRACT IS NOT TRANSFERRED TO THE BUYER FOR LACK
OF CONSENT AS DESCRIBED ABOVE AT THE CLOSING PURSUANT TO THIS AGREEMENT (A
"POST-CLOSING ASSIGNED CONTRACT"), THE SELLERS SHALL COOPERATE WITH THE BUYER IN
ANY REASONABLE ARRANGEMENT DESIGNED TO PROVIDE FOR THE BUYER ALL OF THE BENEFITS
OF, AND TO HAVE THE BUYER ASSUME THE BURDENS, LIABILITIES, OBLIGATIONS AND
EXPENSES WITH RESPECT TO, SUCH POST-CLOSING ASSIGNED CONTRACT.
IN SUCH EVENT,
UNTIL SUCH CONSENT HAS BEEN OBTAINED, (I) THE BUYER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO PERFORM IN THE APPLICABLE SELLER'S NAME, ALL OF THE
APPLICABLE SELLER'S OBLIGATIONS WITH RESPECT TO EACH POST-CLOSING ASSIGNED
CONTRACT, AND (II) THE SELLERS SHALL TAKE ALL ACTIONS REASONABLY REQUESTED BY
THE BUYER TO ENFORCE FOR THE BENEFIT OF THE BUYER ANY AND ALL RIGHTS OF THE
SELLERS WITH RESPECT TO ANY SUCH POST-CLOSING ASSIGNED CONTRACT.
(C)
THE SELLERS HEREBY AUTHORIZE THE BUYER TO PERFORM ALL OF THEIR
RESPECTIVE OBLIGATIONS AFTER THE CLOSING WITH RESPECT TO ALL POST-CLOSING
ASSIGNED CONTRACTS AND THE SELLERS HEREBY GRANT TO THE BUYER A POWER OF ATTORNEY