HERETO.
5.11
FORECASTS, PROJECTS, ETC.
THK,
ILEAD ACQUISITION SUB AND THK LLC
ACKNOWLEDGE THAT (I) THEY HAVE TAKEN FULL RESPONSIBILITY FOR EVALUATING THE
ADEQUACY, COMPLETENESS AND ACCURACY OF VARIOUS FORECASTS, PROJECTIONS, OPINIONS
AND SIMILAR MATERIAL PREVIOUSLY FURNISHED TO THEM BY ILEAD IN CONNECTION WITH
THEIR INVESTIGATION OF ILEAD AND ITS RELATED ASSETS AND LIABILITIES; (II) THERE
ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE PROJECTIONS AND FORECASTS AND
RENDER OPINIONS; (III) THK, ILEAD ACQUISITION SUB AND THK LLC ARE FAMILIAR WITH
SUCH UNCERTAINTIES; AND (IV) THK, ILEAD ACQUISITION SUB AND THK LLC ARE NOT
RELYING ON ANY PROJECTIONS, FORECASTS OR OPINIONS FURNISHED TO THEM BY ILEAD.
5.12
MATERIAL INFORMATION.
ALL MATERIAL INFORMATION CONCERNING THK,
ILEAD ACQUISITION SUB AND THK LLC HAS BEEN MADE AVAILABLE TO THE SHAREHOLDERS
AND ILEAD.
ARTICLE VI
COVENANTS
6.1
PERFORMANCE.
SUBJECT TO THE TERMS AND CONDITIONS PROVIDED IN THIS
AGREEMENT, EACH OF THE PARTIES SHALL USE ITS RESPECTIVE BEST EFFORTS IN GOOD
FAITH TO TAKE OR CAUSE TO BE TAKEN AS PROMPTLY AS PRACTICABLE ALL REASONABLE
ACTIONS THAT ARE WITHIN ITS POWER TO CAUSE TO BE PERFORMED AND FULFILLED THOSE
OF THE CONDITIONS PRECEDENT TO ITS OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS
33
CONTEMPLATED BY THIS AGREEMENT THAT ARE DEPENDENT UPON ITS ACTIONS, INCLUDING
OBTAINING ALL NECESSARY APPROVALS, TO THE END THAT THE TRANSACTIONS CONTEMPLATED
HEREBY WILL BE FULLY AND TIMELY CONSUMMATED, IT BEING AGREED THAT, SUBJECT TO
THE TERMS AND CONDITIONS PROVIDED IN THIS AGREEMENT, THE PARTIES WILL USE THEIR
BEST EFFORTS TO CLOSE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS SOON AS
PRACTICABLE AFTER THE EXECUTION OF THIS AGREEMENT.
6.2
REGULATORY AND OTHER AUTHORIZATIONS; NOTICES AND CONSENTS.
(a)
Each of the Parties will use its best efforts to obtain all
authorizations, consents, orders and approvals of all Governmental Authorities
and officials that may be or become necessary for its execution and delivery of,
and the performance of its obligations pursuant to, this Agreement and the other
Documents and will cooperate fully with each of the Parties in promptly seeking
to obtain all such authorizations, consents, orders and approvals.
(b)
Each of the Parties shall give promptly such notices to third
parties and use its best efforts to obtain such third party consents and
estoppel certificates as the Parties may deem necessary or desirable in
connection with the consummation of the transactions contemplated by this
Agreement and the other Documents.
The Parties shall cooperate with each other
and use all reasonable efforts to assist in giving such notices and obtaining
such consents and estoppel certificates.
6.3
NOTIFICATION.
FROM THE DATE HEREOF UNTIL THE CLOSING, EACH PARTY
TO THIS AGREEMENT SHALL PROMPTLY NOTIFY THE OTHER PARTIES IN WRITING OF THE
OCCURRENCE, OR PENDING OR THREATENED OCCURRENCE, OF (A) ANY EVENT THAT WOULD
CONSTITUTE A BREACH OR VIOLATION OF THIS AGREEMENT BY ANY PARTY OR THAT COULD
REASONABLY BE ANTICIPATED TO CAUSE ANY REPRESENTATION OR WARRANTY MADE BY THE
NOTIFYING PARTY IN THIS AGREEMENT TO BE FALSE OR MISLEADING IN ANY RESPECT
(INCLUDING WITHOUT LIMITATION, ANY EVENT OR