ANNOUNCEMENT IN
ADVANCE OF SUCH ISSUANCE.
THE PURCHASER, THE SELLERS AND THE COMPANY SHALL
JOINTLY AGREE ON THE CONTENT AND SUBSTANCE OF ALL PUBLIC ANNOUNCEMENTS
CONCERNING THE TRANSACTIONS.
(B)
THE PARTIES ACKNOWLEDGE THAT THE INFORMATION BEING PROVIDED TO ONE
ANOTHER IN CONNECTION WITH THE TRANSACTIONS (INCLUDING THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS) ARE SUBJECT TO THE TERM
OF THE CONFIDENTIALITY AGREEMENT, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY
REFERENCE.
5.6
LITIGATION SUPPORT.
IN THE EVENT AND FOR SO LONG AS ANY PARTY
ACTIVELY IS CONTESTING OR DEFENDING AGAINST ANY THIRD PARTY ACTION OR PROCEEDING
IN CONNECTION WITH (A) THE TRANSACTIONS, OR (B) ANY FACT, SITUATION,
CIRCUMSTANCE, STATUS, CONDITION, ACTIVITY, PRACTICE, PLAN, OCCURRENCE, EVENT,
INCIDENT, ACTION, FAILURE TO ACT, OR TRANSACTION ON OR PRIOR TO THE CLOSING DATE
INVOLVING THE SELLERS OR THE COMPANY, THE PURCHASER AGREES TO (I) COOPERATE WITH
THE CONTESTING OR DEFENDING PARTY AND ITS COUNSEL, (II) MAKE AVAILABLE THE
BUSINESS EMPLOYEES THEN EMPLOYED BY THE PURCHASER TO PROVIDE TESTIMONY, TO BE
DEPOSED, TO ACT AS WITNESSES AND TO ASSIST COUNSEL, AND (III) PROVIDE ACCESS TO
ITS BOOKS AND RECORDS AS SHALL BE NECESSARY IN CONNECTION WITH THE DEFENSE OR
CONTEST, ALL AT THE SOLE COST AND EXPENSE OF THE CONTESTING OR DEFENDING PARTY.
5.7
REGULATORY AND OTHER APPROVALS; CONSENTS.
(A)
HSR ACT.
THE COMPANY AND THE PURCHASER WILL AS PROMPTLY AS
PRACTICABLE, BUT IN NO EVENT LATER THAN FIVE (5) BUSINESS DAYS FOLLOWING THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, FILE WITH THE UNITED STATES FEDERAL
TRADE COMMISSION (THE "FTC") AND THE UNITED STATES DEPARTMENT OF JUSTICE (THE
"DOJ") THE NOTIFICATION AND REPORT FORM, IF ANY, REQUIRED FOR THE TRANSACTIONS
AND ANY SUPPLEMENTAL INFORMATION REQUESTED IN CONNECTION THEREWITH PURSUANT TO
THE HSR ACT.
ANY SUCH NOTIFICATION AND REPORT FORM AND SUPPLEMENTAL INFORMATION
WILL BE IN SUBSTANTIAL COMPLIANCE WITH THE REQUIREMENTS OF THE HSR ACT.
THE
COMPANY AND THE PURCHASER SHALL FURNISH TO THE OTHER SUCH NECESSARY INFORMATION
AND REASONABLE ASSISTANCE AS THE OTHER MAY REQUEST IN CONNECTION WITH ITS
PREPARATION OF ANY FILING OR SUBMISSION WHICH IS NECESSARY UNDER THE HSR ACT.
EACH OF THE COMPANY AND PURCHASER WILL USE SUCH PARTY'S REASONABLE BEST EFFORTS
TO OBTAIN ANY CLEARANCE REQUIRED UNDER THE HSR ACT FOR THE TRANSACTIONS AND TO
REQUEST EARLY TERMINATION AND A WAIVER FROM THE APPLICABLE WAITING PERIOD UNDER
THE HSR ACT AND ANY SIMILAR FOREIGN LAWS AND REGULATIONS.
NOTWITHSTANDING THE
FOREGOING, (I) PURCHASER SHALL NOT BE REQUIRED TO (A) CONSENT TO THE
DIVESTITURE, LICENSE OR OTHER DISPOSITION OR
HOLDING SEPARATE (THROUGH THE ESTABLISHMENT OF A TRUST OR OTHERWISE) OF ANY OF
ITS OR ITS AFFILIATES' ASSETS OR ANY ASSETS OF THE COMPANY OR (B) CONSENT TO ANY
OTHER STRUCTURAL OR CONDUCT REMEDY OR ENTER INTO ANY SETTLEMENT OR AGREE TO ANY
ORDER REGARDING ANTITRUST MATTERS RESPECTING THE TRANSACTIONS AND (II) PURCHASER
AND ITS AFFILIATES SHALL HAVE NO OBLIGATION TO CONTEST, ADMINISTRATIVELY OR IN
COURT, ANY RULING, ORDER OR OTHER ACTION OF ANY GOVERNMENTAL ENTITY OR ANY