UPON WRITTEN REQUEST BY BUYER (AT
SELLER'S EXPENSE), SUCH ADDITIONAL DOCUMENTS OR INSTRUMENTS CONSISTENT HEREWITH
AND TO PERFORM SUCH FURTHER ACTS AS BUYER MAY REASONABLY REQUIRE TO GIVE TO
BUYER THE FULL BENEFIT OF ALL OF THE PROVISIONS OF THIS
36
AGREEMENT (WHICH SHALL INCLUDE THE TRANSFER TO BUYER OF ANY COMPANY ASSETS NOT
TRANSFERRED
THROUGH THE ACQUISITION BY BUYER OF ALL RIGHT TITLE AND INTEREST IN
THE COMPANY).
SELLER AND BUYER SHALL COOPERATE TO SEND, ON OR PROMPTLY
FOLLOWING THE CLOSING DATE, NOTICE LETTERS
(IN A FORM TO BE PROVIDED BY BUYER)
ADDRESSED FROM SELLER TO EACH LICENSEE UNDER THE COMPANY LICENSE AGREEMENTS THAT
INFORM SUCH LICENSEES OF THE CHANGE OF CONTROL IN LICENSOR AND PROVIDE, AS
NECESSARY, NEW CONTACT INFORMATION AND PAYMENT INSTRUCTIONS.
SELLER AGREES TO
REMIT TO BUYER ANY PAYMENTS UNDER THE COMPANY LICENSE AGREEMENTS RECEIVED BY IT
OR ANY OF ITS AFFILIATES AFTER THE CLOSING DATE.
10.2
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AT ANY TIME PRIOR TO
THE CLOSING, AS FOLLOWS:
(A)
BY MUTUAL WRITTEN CONSENT OF BUYER AND SELLER DULY AUTHORIZED BY
THEIR RESPECTIVE BOARDS OF DIRECTORS;
(B)
BY EITHER OF BUYER OR SELLER IF THE CLOSING SHALL NOT HAVE
OCCURRED ON OR BEFORE DECEMBER 31, 2006; PROVIDED, HOWEVER, THAT THE RIGHT TO
TERMINATE THIS AGREEMENT UNDER THIS SECTION 10.2 SHALL NOT BE AVAILABLE TO THE
PARTY WHOSE FAILURE TO FULFILL ANY OBLIGATION UNDER THIS AGREEMENT SHALL HAVE
BEEN THE CAUSE OF, OR RESULTED IN, THE FAILURE OF THE CLOSING TO OCCUR ON OR
BEFORE SUCH DATE;
(C)
BY EITHER OF BUYER OR SELLER IF ANY ORDER, INJUNCTION OR DECREE
PREVENTING THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE
BEEN ENTERED BY ANY COURT OF COMPETENT JURISDICTION OR GOVERNMENTAL ENTITY AND
SHALL HAVE BECOME FINAL AND NON-APPEALABLE;
(D)
BY BUYER IF (I) THERE SHALL HAVE BEEN A MATERIAL BREACH OF ANY
REPRESENTATION OR WARRANTY ON THE PART OF SELLER SET FORTH IN THIS AGREEMENT OR
IF ANY MATERIAL REPRESENTATION OR WARRANTY OF SELLER SHALL HAVE BECOME UNTRUE IN
EITHER CASE SUCH THAT THE CONDITION SET FORTH IN SECTION 7.2(A) WOULD BE OR
MIGHT REASONABLY BE EXPECTED TO BE INCAPABLE OF BEING SATISFIED BY DECEMBER 31,
2006 (AND FOR THE PURPOSES OF THIS CLAUSE, ANY INFORMATION PROVIDED BY SELLER
PURSUANT TO SECTION 6.11 SHALL BE DEEMED NOT TO QUALIFY THE SELLER'S
REPRESENTATIONS AND WARRANTIES); (II) THERE SHALL HAVE BEEN A MATERIAL BREACH OR
BREACHES BY SELLER OF ITS COVENANTS OR AGREEMENTS HEREUNDER SUCH THAT THE
CONDITION SET FORTH IN SECTION 7.2(A) WOULD BE INCAPABLE OF BEING SATISFIED BY
DECEMBER 31, 2006; OR (III) BETWEEN THE DATE OF THIS AGREEMENT AND THE CLOSING
THERE IS ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, ASSETS,
LIABILITIES, POSITION (FINANCIAL, TRADING OR OTHERWISE), PROFITS OR PROSPECTS OF
THE COMPANY OR ANY EVENT OR CIRCUMSTANCE THAT MAY REASONABLY RESULT IN SUCH A
MATERIAL ADVERSE CHANGE; OR
(E)
BY SELLER IF THERE SHALL HAVE BEEN A MATERIAL BREACH OR BREACHES
BY BUYER OF ITS COVENANTS OR AGREEMENTS HEREUNDER SUCH