OR TO RESOLVE ANY OBJECTIONS THAT MAY BE ASSERTED BY ANY GOVERNMENTAL
BODY WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY.
IN ORDER TO AVOID
ANY GOVERNMENTAL BODY FROM FILING SUIT, OR TAKING ANY OTHER ACTION, TO FORBID OR
DELAY CONSUMMATION OF THE TRANSACTION, BUYER SHALL OFFER UNDERTAKINGS ACCEPTABLE
TO THE RELEVANT GOVERNMENTAL BODY, INCLUDING PROPOSING, NEGOTIATING, COMMITTING
TO AND EFFECTING, BY CONSENT DECREE, HOLD SEPARATE ORDER OR OTHERWISE, THE SALE,
DIVESTITURE OR DISPOSITION OF, OR THE IMPOSITION OF ANY LIMITATION UPON, SUCH
ASSETS OR BUSINESSES OF BUYER (INCLUDING ITS SUBSIDIARIES) OR COMPANY OR ANY
COMPANY SUBSIDIARY (SO LONG AS CONDITIONED UPON, AND NOT OCCURRING PRIOR TO, THE
CLOSING), ALONG WITH ANY ANCILLARY AGREEMENTS.
7.6
PUBLIC STATEMENTS.
EXCEPT AS REQUIRED BY
APPLICABLE LAW OR SECURITIES EXCHANGE RULES (IN WHICH EVENT THE PARTIES SHALL,
TO THE EXTENT REASONABLY PRACTICABLE, CONSULT WITH EACH OTHER IN ADVANCE), PRIOR
TO THE CLOSING DATE, NO PRESS RELEASE OR OTHER PUBLIC ANNOUNCEMENT (IF
MATERIALLY DIFFERENT THAN THOSE PREVIOUSLY MADE) RELATING TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL BE MADE BY ANY PARTY TO THIS AGREEMENT OR
ITS REPRESENTATIVES WITHOUT PRIOR CONSULTATION AMONG SELLER AND BUYER.
7.7
SATISFACTION OF COMPANY DEBT.
AT OR BEFORE
CLOSING, SELLER SHALL REPAY, OR CAUSE TO BE REPAID, ON BEHALF OF COMPANY, ALL
INDEBTEDNESS FOR BORROWED MONEY OF COMPANY OR ANY COMPANY SUBSIDIARY, AND SHALL
OBTAIN THE RELEASE OF ANY ENCUMBRANCE (OTHER THAN PERMITTED
32
ENCUMBRANCES) SECURING SUCH INDEBTEDNESS, PROVIDED THAT THE $150,000 CONDITIONAL
LOAN FROM THE MARYLAND DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT AND THE
$100,000 CONDITIONAL GRANT FROM WASHINGTON COUNTY, MARYLAND SHALL NOT BE
CONSIDERED TO BE "INDEBTEDNESS FOR BORROWED MONEY" FOR PURPOSES OF THIS
SECTION 7.7.
7.8
SATISFACTION OF CONDITIONS.
(A)
BETWEEN THE DATE OF THIS AGREEMENT AND THE
CLOSING, EACH PARTY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE
CONDITIONS TO CLOSING SET FORTH IN ARTICLES 8 AND 9 BELOW TO BE SATISFIED, TO
THE EXTENT WITHIN THE CONTROL OF SUCH PARTY.
(B)
NOTWITHSTANDING ANYTHING ELSE CONTAINED
HEREIN, BUYER SHALL USE ITS BEST EFFORTS TO CAUSE THE CONDITION TO CLOSING SET
FORTH IN SECTION 8.6 (FINANCING) BELOW TO BE SATISFIED AS PROMPTLY AS
PRACTICABLE, INCLUDING USING ITS BEST EFFORTS TO SATISFY ALL CONDITIONS WITHIN
THE CONTROL OF BUYER THAT ARE REQUIRED TO OBTAIN SUCH FINANCING UNDER THE
COMMITMENT LETTER; PROVIDED THAT IN THE EVENT THAT SUCH FINANCING IS NOT
OBTAINED FROM THE SOURCES REFERRED TO IN THE COMMITMENT LETTER, BUYER SHALL USE
ITS BEST EFFORTS TO OBTAIN FINANCING FROM OTHER SOURCES AS PROMPTLY AS
PRACTICABLE (IT BEING UNDERSTOOD THAT BUYER WILL NOT BE REQUIRED TO ACCEPT
FINANCING THAT WOULD BE ON ECONOMIC TERMS (INCLUDING RESTRICTIVE COVENANTS) THAT
WOULD BE MATERIALLY WORSE IN THE AGGREGATE TO BUYER THAN THE ECONOMIC TERMS
ASSOCIATED WITH THE FINANCING AVAILABLE TO BUYER UNDER THE COMMITMENT LETTER).
IN FURTHERANCE AND NOT IN LIMITATION OF THE PRECEDING SENTENCE, PRIOR TO
CLOSING, BUYER SHALL NOT UNDERTAKE ANY ACQUISITION OF ANY BUSINESS, DIVISION OR
MATERIAL ASSETS (OTHER THAN INVENTORY IN THE ORDINARY COURSE OF BUSINESS);