THE SURVIVING CORPORATION THEREOF, (II) ANY COUNSEL
RETAINED BY THE INDEMNIFIED PARTIES FOR ANY PERIOD AFTER THE CLOSING DATE SHALL
BE SUBJECT TO THE CONSENT OF PARENT AND THE SURVIVING CORPORATION (WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD), (III) NONE OF PARENT AND THE SURVIVING
CORPORATION SHALL BE OBLIGATED TO PAY FOR MORE THAN ONE FIRM OF COUNSEL FOR
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ALL INDEMNIFIED PARTIES, EXCEPT TO THE EXTENT THAT (X) AN INDEMNIFIED PARTY HAS
BEEN ADVISED BY COUNSEL THAT THERE ARE CONFLICTING INTERESTS BETWEEN IT AND ANY
OTHER INDEMNIFIED PARTY OR (Y) LOCAL COUNSEL, IN ADDITION TO SUCH OTHER COUNSEL,
IS REQUIRED TO EFFECTIVELY DEFEND AGAINST SUCH ACTION OR PROCEEDINGS, AND
(IV) NONE OF PARENT AND THE SURVIVING CORPORATION SHALL BE LIABLE FOR ANY
SETTLEMENT EFFECTED WITHOUT ITS WRITTEN CONSENT (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD). NONE OF PARENT AND THE SURVIVING CORPORATION SHALL HAVE
ANY OBLIGATION HEREUNDER TO ANY INDEMNIFIED PARTY WHEN AND IF IT SHALL BE
DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE ORDER
OR DECREE THAT THE INDEMNIFICATION OF SUCH INDEMNIFIED PARTY IN THE MANNER
CONTEMPLATED HEREBY IS PROHIBITED BY APPLICABLE LAW.
(B)
PARENT SHALL, OR SHALL CAUSE THE SURVIVING CORPORATION TO, AT OR
PRIOR TO THE EFFECTIVE TIME, OBTAIN "TAIL" OR "RUNOFF" INSURANCE POLICIES WITH A
CLAIMS PERIOD OF AT LEAST SIX YEARS FROM THE EFFECTIVE TIME WITH RESPECT TO
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE, IN AN AMOUNT AND SCOPE AT LEAST AS
FAVORABLE AS THE COMPANY'S EXISTING POLICIES FROM AN INSURANCE CARRIER WITH THE
SAME OR BETTER CREDIT RATING AS THE COMPANY'S CURRENT INSURANCE CARRIER.
(C)
IF PARENT OR THE SURVIVING CORPORATION OR ANY OF THEIR SUCCESSORS
OR ASSIGNS (I) SHALL MERGE OR CONSOLIDATE WITH OR MERGE INTO ANY OTHER
CORPORATION OR ENTITY AND SHALL NOT BE THE SURVIVING OR CONTINUING CORPORATION
OR ENTITY OF SUCH CONSOLIDATION OR MERGER OR (II) SHALL TRANSFER ALL OR
SUBSTANTIALLY ALL OF THEIR RESPECTIVE PROPERTIES AND ASSETS TO ANY INDIVIDUAL,
CORPORATION OR OTHER ENTITY, THEN IN EACH SUCH CASE, PROPER PROVISIONS SHALL BE
MADE SO THAT THE SUCCESSORS OR ASSIGNS OF PARENT OR THE SURVIVING CORPORATION
SHALL ASSUME ALL OF THE OBLIGATIONS SET FORTH IN THIS SECTION 4.8.
4.9
Financing.
(A)
PARENT SHALL USE ITS REASONABLE BEST EFFORTS TO ARRANGE THE DEBT
FINANCING ON THE TERMS AND CONDITIONS DESCRIBED IN THE DEBT COMMITMENT LETTERS,
INCLUDING USING REASONABLE BEST EFFORTS TO (I) NEGOTIATE DEFINITIVE AGREEMENTS
WITH RESPECT THERETO ON THE TERMS AND CONDITIONS CONTAINED IN THE DEBT
COMMITMENT LETTERS, (II) SATISFY ON A TIMELY BASIS ALL CONDITIONS APPLICABLE TO
PARENT, MERGERCO OR ANY OF ITS AFFILIATES IN SUCH DEFINITIVE AGREEMENTS THAT ARE
WITHIN THEIR OR SUCH AFFILIATES' CONTROL AND (III) CONSUMMATE THE FINANCING
CONTEMPLATED BY THE DEBT COMMITMENT LETTERS AT CLOSING. PARENT SHALL OBTAIN THE
FINANCING CONTEMPLATED BY THE EQUITY COMMITMENT LETTER UPON SATISFACTION OR
WAIVER OF THE CONDITIONS TO THE CLOSING (OTHER THAN THOSE CONDITIONS THAT BY
THEIR NATURE CANNOT BE SATISFIED UNTIL THE CLOSING) SET FORTH IN SECTIONS 5.1
AND 5.2 AND THE