no longer a Member of the Company,
neither Party nor any of its Affiliates may hire any current employee of the
Company without the Company's prior written consent; provided, however, that
this prohibition shall not apply to (i) any employee of a Party who, on an
unsolicited basis, initiates contact with such other Party related to
employment, and (ii) any general advertisement for the solicitation of
employment not specifically directed towards employees of any Party.
18
ARTICLE 6
COVENANTS
6.1
Filings.
(A)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT, EACH OF THE PARTIES AGREES TO USE ITS REASONABLE EFFORTS TO TAKE, OR
CAUSE TO BE TAKEN, ALL ACTIONS, AND TO DO, OR CAUSE TO BE DONE, AND TO ASSIST
AND COOPERATE WITH THE OTHER PARTIES IN DOING, ALL THINGS NECESSARY, PROPER OR
ADVISABLE TO CONSUMMATE AND MAKE EFFECTIVE, IN THE MOST EXPEDITIOUS MANNER
PRACTICABLE, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH OF THE
PARTIES HERETO WILL USE ITS REASONABLE EFFORTS AND COOPERATE WITH ONE ANOTHER
(I) IN PROMPTLY DETERMINING WHETHER ANY FILINGS ARE REQUIRED TO BE MADE OR
CONSENTS, APPROVALS, WAIVERS, PERMITS OR AUTHORIZATIONS ARE REQUIRED TO BE
OBTAINED (OR, WHICH IF NOT OBTAINED, WOULD RESULT IN AN EVENT OF DEFAULT,
TERMINATION OR ACCELERATION OF ANY AGREEMENT OR ANY PUT RIGHT UNDER ANY
AGREEMENT) UNDER ANY APPLICABLE LAW OR REGULATION OR FROM ANY GOVERNMENTAL
AUTHORITIES OR THIRD PARTIES, INCLUDING PARTIES TO LOAN AGREEMENTS OR OTHER DEBT
INSTRUMENTS AND INCLUDING SUCH CONSENTS, APPROVALS, WAIVERS, PERMITS OR
AUTHORIZATIONS AS MAY BE REQUIRED OR NECESSARY TO TRANSFER ANY ASSETS AND
RELATED LIABILITIES AS CONTEMPLATED BY ARTICLE 2 AND (II) IN PROMPTLY MAKING ANY
SUCH FILINGS, IN FURNISHING INFORMATION REQUIRED IN CONNECTION THEREWITH AND IN
TIMELY SEEKING TO OBTAIN ANY SUCH CONSENTS, APPROVALS, PERMITS OR
AUTHORIZATIONS.
EACH OF THE PARTIES HERETO SHALL MUTUALLY COOPERATE IN ORDER TO
FACILITATE THE ACHIEVEMENT OF THE BENEFITS REASONABLY ANTICIPATED FROM THE
TRANSACTIONS CONTEMPLATED HEREBY.
(B)
THE PARTIES HERETO SHALL RESPOND AS PROMPTLY AS REASONABLY
PRACTICABLE TO ANY INQUIRIES RECEIVED FROM ANY GOVERNMENTAL AUTHORITY FOR
ADDITIONAL INFORMATION OR DOCUMENTATION AND RESPOND AS PROMPTLY AS REASONABLY
PRACTICABLE TO ALL INQUIRIES AND REQUESTS RECEIVED FROM ANY STATE ATTORNEY
GENERAL, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
TO THE EXTENT
A FILING IS REQUIRED UNDER THE HSR ACT, AND IF NOT ALREADY SO REQUESTED OR
TERMINATED, THE PARTIES SHALL REQUEST EARLY TERMINATION OF THE WAITING PERIODS
UNDER HSR ACT.
6.2
Agreement to Cooperate; Further Assurances.
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (EXCEPT
WITH RESPECT TO CONTRIBUTIONS TO BE MADE BY THE RESPECTIVE PARTIES HERETO AS
PROVIDED IN SECTIONS 2.4 AND 2.5), NO PARTY OR ANY OF ITS AFFILIATES SHALL BE
REQUIRED TO MAKE ANY DISPOSITION, INCLUDING ANY DISPOSITION OF, OR ANY AGREEMENT
TO HOLD SEPARATE, ANY SUBSIDIARY, ASSET OR BUSINESS, AND NO PARTY HERETO OR ANY
OF ITS AFFILIATES SHALL BE REQUIRED TO MAKE ANY PAYMENTS OF MONEY (OTHER THAN DE
MINIMUS PAYMENTS) NOR SHALL ANY PARTY OR ITS AFFILIATES BE REQUIRED