EXCEPT AS OTHERWISE PROVIDED HEREIN.
SECTION 9.5
DEBTOR OBLIGATIONS JOINT AND SEVERAL; FULFILLMENT OF
OBLIGATIONS.
SELLER SHALL, AND SHALL CAUSE EACH OF ITS AFFILIATES TO, CAUSE
EACH AND EVERY DEBTOR, INCLUDING EACH THAT IS AN ASSET TRANSFERRING SUBSIDIARY
HEREUNDER, TO AGREE FOR THE BENEFIT OF BUYER, EXCEPT TO THE EXTENT ANY LIABILITY
IS LIMITED TO THE ESCROW ACCOUNT AS A RESULT OF THE LIMITATIONS SET FORTH IN
ARTICLE VII, TO BE JOINTLY AND SEVERALLY LIABLE FOR ANY BREACH OR VIOLATION OF
SELLER'S REPRESENTATIONS, WARRANTIES OR COVENANTS HEREUNDER AND TO EXECUTE AND
DELIVER SUCH CONTRACTS AND TAKE SUCH FURTHER ACTION AS MAY BE REASONABLY
REQUESTED BY BUYER TO EVIDENCE THE INTENT AND EFFECT OF THE FOREGOING
(INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE INCLUSION, EXCEPT TO THE EXTENT ANY
LIABILITY IS LIMITED TO THE ESCROW ACCOUNT AS A RESULT OF THE LIMITATIONS SET
FORTH IN ARTICLE VII, OF AN EXPRESS UNDERTAKING OF SUCH JOINT AND SEVERAL
LIABILITY IN THE PLAN).
ANY OBLIGATION OF ANY PARTY TO ANY OTHER PARTY UNDER
THIS AGREEMENT, OR ANY OF THE ANCILLARY AGREEMENTS, WHICH OBLIGATION IS
PERFORMED, SATISFIED OR FULFILLED COMPLETELY AND WITHOUT ANY ADVERSE LEGAL
IMPLICATIONS TO THE OBLIGEE, BY AN AFFILIATE OF SUCH PARTY, SHALL BE DEEMED TO
HAVE BEEN PERFORMED, SATISFIED OR FULFILLED BY SUCH PARTY.
SECTION 9.6
PUBLIC DISCLOSURE.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, NO PRESS RELEASE OR SIMILAR PUBLIC ANNOUNCEMENT OR
COMMUNICATION SHALL BE MADE OR CAUSED TO BE MADE RELATING TO THIS AGREEMENT AND
THE TRANSACTION UNLESS SPECIFICALLY APPROVED IN ADVANCE BY BOTH PARTIES HERETO,
EXCEPT THAT A PARTY HERETO MAY ISSUE ANY PRESS RELEASE OR MAKE ANY PUBLIC
ANNOUNCEMENT OR COMMUNICATION RELATING TO THIS AGREEMENT AND THE TRANSACTION
THAT MAY BE REQUIRED BY ANY APPLICABLE LAW (INCLUDING ANY LISTING REQUIREMENT)
WITHOUT SUCH APPROVAL IF, TO THE EXTENT PRACTICABLE, SUCH PARTY HAS USED
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE APPROVAL OF THE OTHER PARTY BEFORE
ISSUING SUCH PRESS RELEASE OR MAKING SUCH PUBLIC ANNOUNCEMENT OR COMMUNICATION.
SECTION 9.7
EXPENSES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT, WHETHER OR NOT THE CLOSING OCCURS, ALL COSTS AND EXPENSES
INCURRED IN
142
connection with this Agreement and the transactions contemplated hereby shall be
borne by the party incurring such costs and expenses.
SECTION 9.8
SCHEDULES.
(A)
THE DISCLOSURE OF ANY MATTER IN ANY SECTION RELATING TO
REPRESENTATIONS OF THE SELLER DISCLOSURE SCHEDULE OR THE BUYER DISCLOSURE
SCHEDULE SHALL NOT BE DEEMED TO CONSTITUTE AN ADMISSION BY SELLER OR BUYER OR TO
OTHERWISE IMPLY THAT ANY SUCH MATTER IS MATERIAL FOR THE PURPOSES OF THIS
AGREEMENT, UNLESS THE INCLUSION OF SUCH MATTER IN SUCH SCHEDULE IS REQUIRED TO
MAKE THE REPRESENTATION TRUE.
A MATTER SET FORTH IN ONE SCHEDULE OF THE SELLER
DISCLOSURE SCHEDULE OR BUYER DISCLOSURE SCHEDULE PERTAINING TO ARTICLE III OR
IV, AS APPLICABLE, NEED NOT BE SET FORTH IN ANY OTHER SCHEDULE OF SUCH
DISCLOSURE SCHEDULE PERTAINING TO ARTICLE III OR IV, AS APPLICABLE, OR ON A
SCHEDULE CORRESPONDING TO ANY OTHER SECTION OF ARTICLE III OR