(V) AGREE OR COMMIT TO ANY OTHER LIMITATION OR RESTRICTION WITH RESPECT TO THE
COMPANIES, THE COMPANY SUBSIDIARIES, THE BUSINESS OR THE PURCHASERS OR THEIR
AFFILIATES OR ANY OF THEIR RESPECTIVE BUSINESSES OR OPERATIONS.
IN THE EVENT
THAT THE PURCHASERS GRANT SUCH WRITTEN CONSENT, THE SELLER SHALL CAUSE THE
COMPANIES TO AGREE TO THE MATTERS AS DIRECTED BY THE PURCHASERS (WHICH AGREEMENT
MAY BE CONDITIONED UPON THE CONSUMMATION OF THE CLOSING).
SECTION 5.05.
NOTIFICATIONS.
UNTIL THE CLOSING, EACH PARTY HERETO SHALL
PROMPTLY NOTIFY THE OTHER PARTY IN WRITING OF ANY FACT, CHANGE, CONDITION,
CIRCUMSTANCE OR OCCURRENCE OR NONOCCURRENCE OF ANY EVENT OF WHICH IT IS AWARE
THAT WILL OR IS REASONABLY LIKELY TO RESULT IN ANY OF THE CONDITIONS SET FORTH
IN ARTICLE VIII OF THIS AGREEMENT BECOMING INCAPABLE OF BEING SATISFIED;
PROVIDED, HOWEVER, THAT THE DELIVERY OF ANY NOTICE PURSUANT TO THIS SECTION 5.05
55
SHALL NOT LIMIT OR OTHERWISE AFFECT THE REMEDIES AVAILABLE HEREUNDER TO THE
PARTY RECEIVING SUCH NOTICE.
SECTION 5.06.
FURTHER ACTION.
THE PARTIES HERETO SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO TAKE, OR CAUSE TO BE TAKEN, ALL APPROPRIATE ACTION, TO DO
OR CAUSE TO BE DONE ALL THINGS NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE
LAW, AND TO EXECUTE AND DELIVER SUCH DOCUMENTS AND OTHER PAPERS, AS MAY BE
REQUIRED TO CARRY OUT THE PROVISIONS OF THIS AGREEMENT AND CONSUMMATE AND MAKE
EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
FROM TIME TO TIME
AFTER THE CLOSING, AT THE REQUEST OF THE PURCHASERS, THE SELLER WILL EXECUTE AND
DELIVER ANY FURTHER INSTRUMENTS AND TAKE SUCH OTHER ACTION AS THE PURCHASERS MAY
REASONABLY REQUEST TO CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 5.07.
INSURANCE MATTERS.
THE SELLER OR ITS AFFILIATES SHALL KEEP, OR
CAUSE TO BE KEPT, ANY INSURANCE POLICIES OF THE SELLER OR ITS AFFILIATES
(INCLUDING THE COMPANY AND THE COMPANY SUBSIDIARIES) THAT COVER ANY LOSS,
LIABILITY, CLAIM, DAMAGE OR EXPENSE RELATING TO THE COMPANIES, THE COMPANY
SUBSIDIARIES, THE ASSETS OR THE BUSINESS (THE "SUBJECT LIABILITIES"), IN FULL
FORCE AND EFFECT THROUGH THE CLOSE OF BUSINESS ON THE CLOSING DATE.
FOLLOWING
THE CLOSING, TO THE EXTENT THAT (I) ANY INSURANCE POLICIES OWNED OR CONTROLLED
BY THE SELLER OR ANY OF ITS AFFILIATES (OTHER THAN THE COMPANY OR ANY COMPANY
SUBSIDIARY) (COLLECTIVELY, THE "SELLER'S INSURANCE POLICIES") COVER ANY SUBJECT
LIABILITIES RESULTING FROM, ARISING OUT OF, BASED ON OR RELATING TO, OCCURRENCES
PRIOR TO THE CLOSING AND (II) SELLER'S INSURANCE POLICIES PERMIT CLAIMS TO BE
MADE THEREUNDER WITH RESPECT TO SUBJECT LIABILITIES RESULTING FROM, ARISING OUT
OF, BASED ON OR RELATING TO, OCCURRENCES PRIOR TO THE CLOSING (THE "COMPANY
CLAIMS"), THE SELLER SHALL COOPERATE AND SHALL CAUSE ITS AFFILIATES TO COOPERATE
WITH THE PURCHASERS OR, AS APPLICABLE, EITHER COMPANY OR ANY COMPANY SUBSIDIARY,
IN SUBMITTING COMPANY CLAIMS (OR PURSUING COMPANY CLAIMS PREVIOUSLY MADE) ON
BEHALF OF EITHER PURCHASER, EITHER COMPANY OR A COMPANY SUBSIDIARY, AS
APPLICABLE, UNDER ANY SELLER'S INSURANCE POLICIES.
SECTION 5.08.
PRE-CLOSING TRANSFERS.
AT OR PRIOR TO THE CLOSING, THE SELLER
(A) SHALL CAUSE THE APPLICABLE