TO FILINGS, APPROVALS AND OTHER MATTERS PURSUANT TO THE HSR ACT AND ANY
LOCAL, STATE, FEDERAL (OTHER THAN THE HSR ACT) OR FOREIGN ANTITRUST LAW
APPLICABLE TO THE SHARE PURCHASE ("OTHER ANTITRUST REGULATIONS") SHALL BE
GOVERNED BY SECTION 7.5.
EACH OF THE PARTIES HERETO SHALL DILIGENTLY ASSIST AND
COOPERATE IN PREPARING AND FILING ALL DOCUMENTS REQUIRED TO BE SUBMITTED TO ANY
GOVERNMENTAL BODY IN CONNECTION WITH SUCH TRANSACTIONS AND IN OBTAINING ANY
CONSENTS, WAIVERS, AUTHORIZATIONS OR APPROVALS WHICH MAY BE REQUIRED TO BE
OBTAINED IN CONNECTION WITH SUCH TRANSACTIONS.
WITH RESPECT TO THE NEW JERSEY
DEPARTMENT OF ENVIRONMENTAL PROTECTION (NJDEP) ISRA APPROVAL REFERRED TO IN
SECTIONS 8.3 AND 9.3, SELLER, AT ITS COST, WILL CAUSE COMPANY TO FILE SUCH
NOTICES, ASSESSMENTS, REMEDIATION
31
AGREEMENT APPLICATIONS AND OTHER DOCUMENTS AND INFORMATION REQUIRED FOR REVIEW
BY NJDEP IN ORDER TO ALLOW SELLER TO TRANSFER OWNERSHIP OF COMPANY TO BUYER
PRIOR TO COMPANY'S COMPLIANCE WITH ISRA.
SELLER WILL OBTAIN BUYER'S INPUT AND
APPROVAL, NOT TO BE UNREASONABLY WITHHELD, IN REGARDS TO ANY ISRA FILING.
BUYER
SHALL COOPERATE WITH SELLER AND EXECUTE AND DELIVER TO NJDEP SUCH INFORMATION,
CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED UNDER ISRA.
SELLER AGREES
TO USE REASONABLE EFFORTS TO OBTAIN APPROVAL BY NJDEP OF AN ISRA REMEDIATION
AGREEMENT AND FUNDING SOURCE TO BE PROVIDED BY AND IN THE NAME OF COMPANY, IF
REQUIRED, THAT ARE LIMITED TO THE EXISTING REMEDIATION WORK AT THE POMONA
PROPERTY AND AN ISRA REMEDIATION FUNDING SOURCE NOT TO EXCEED COMPANY'S EXISTING
ESTIMATED RESERVES FOR POMONA.
IF, HOWEVER, NJDEP REQUIRES AN ISRA REMEDIATION
FUNDING SOURCE IN EXCESS OF COMPANY'S EXISTING ESTIMATED RESERVES FOR POMONA,
BUYER AGREES THAT COMPANY WILL PROVIDE AN ISRA REMEDIATION FUNDING SOURCE IN THE
AMOUNT REQUIRED BY NJDEP.
7.5
HSR ACT.
SELLER AND BUYER SHALL EACH PROMPTLY
PREPARE AND FILE ANY NOTIFICATIONS AND REPORTS WHICH MAY BE REQUIRED WITH
RESPECT TO THIS AGREEMENT BY THE HSR ACT, INCLUDING A REQUEST FOR EARLY
TERMINATION OF THE WAITING PERIOD, AND RESPOND PROMPTLY TO INQUIRIES FROM THE
FEDERAL TRADE COMMISSION OR THE DEPARTMENT OF JUSTICE RESULTING FROM THE FILINGS
OF SUCH NOTIFICATIONS, AND OTHERWISE SHALL USE THEIR BEST EFFORTS TO COMPLY WITH
THE REQUIREMENTS OF SUCH ACT.
BUYER SHALL PAY THE FEE REQUIRED FOR FILING SUCH
NOTIFICATION.
IF ANY GOVERNMENTAL BODY REQUESTS INFORMATION OR DOCUMENTS
CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH PARTY AGREES TO
CONSULT WITH THE OTHER PARTY'S COUNSEL ABOUT ANY COMMUNICATIONS WITH SUCH
GOVERNMENTAL BODY (IN ADVANCE, WHERE PRACTICABLE, AND IN ANY EVENT PROMPTLY), TO
USE ITS REASONABLE BEST EFFORTS TO RESPOND APPROPRIATELY TO SUCH REQUEST, AS
SOON AS REASONABLY PRACTICABLE, TO COOPERATE WITH THE OTHER PARTY IN RESPONDING
TO ANY REQUEST, AND TO ALLOW THE OTHER PARTY TO PARTICIPATE IN MEETINGS WITH ANY
GOVERNMENTAL BODY.
THE PARTIES HERETO SHALL USE THEIR RESPECTIVE COMMERCIALLY
REASONABLE BEST EFFORTS AND TAKE ALL NECESSARY ACTION TO OBTAIN ANY CLEARANCE
UNDER THE HSR ACT OR OTHER AUTHORIZATION OF ANY GOVERNMENTAL BODY REQUIRED UNDER
OTHER ANTITRUST REGULATIONS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY