and hold harmless the other from any demand or claim for
commission or other compensation by any financial advisor, broker or finder
claiming to have been employed by or on behalf of the Seller and/or the
Purchaser, respectively, and to bear the cost of legal expenses incurred in
defending against any such demand or claim.
6.12.
Regulatory Requirements.
In conjunction with the obligations of the
Purchaser and the Seller under Section 6.8, the Purchaser will cause its
regulatory counsel to prepare and deliver to the Seller and its regulatory
counsel, Holland & Knight LLP ("Seller's Regulatory Counsel"), on or before June
15, 2002, a report detailing the status of the Purchaser's efforts to obtain
and/or satisfy all of the Regulatory Requirements.
The Seller shall, promptly
thereafter, cause Seller's Regulatory Counsel to prepare and deliver to the
Purchaser a report with its recommendations for expediting the process of
obtaining and/or satisfying the Regulatory Requirements.
In the event that the
Closing shall not have occurred and all Regulatory Requirements shall not have
been obtained and/or satisfied by August 1, 2002, the Purchaser shall permit
Seller's Regulatory Counsel to conduct an ongoing audit of the status of, and to
participate in, the obtaining and/or satisfaction of the Regulatory
Requirements.
6.13.
Further Assurances.
From and after the date hereof, upon written request
from any party to this Agreement, the requested party shall execute, acknowledge
and deliver all
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such further acts, assurances, deeds, assignments, transfers, conveyances and
other instruments and papers as may be reasonably required to sell, assign,
transfer, convey and deliver the Assets to the Purchaser, and for the Purchaser
to assume the Assumed Liabilities.
ARTICLE VII
CERTAIN BANKRUPTCY MATTERS
7.1.
BANKRUPTCY COURT APPROVAL
(A)
THE SELLER HEREBY CONFIRMS THAT IT IS CRITICAL TO THE PROCESS OF
ARRANGING AN ORDERLY SALE OF THE BUSINESS TO PROCEED BY SELECTING THE PURCHASER
TO ENTER INTO THIS AGREEMENT AND TO PRESENT THE BANKRUPTCY COURT WITH
ARRANGEMENTS FOR OBTAINING THE HIGHEST REALIZABLE PRICES FOR THE BUSINESS.
(B)
AS PROMPTLY AS PRACTICABLE AFTER THE DATE HEREOF, THE SELLER AND THE
PURCHASER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE ENTRY OF THE
SALE ORDER NO LATER THAN SIXTY DAYS FROM THE DATE HEREOF.
THE SALE ORDER SHALL,
AMONG OTHER THINGS, (I) PERMIT THE SALE OF THE ASSETS TO THE PURCHASER PURSUANT
TO SECTIONS 363(B) AND 365 OF THE BANKRUPTCY CODE, (II) INCLUDE A FINDING OF THE
PURCHASER'S GOOD FAITH UNDER SECTION 363(E) OF THE BANKRUPTCY CODE,
(III) PROVIDE FOR FINALITY UNDER SECTION 363(M) OF THE BANKRUPTCY CODE AND A
WAIVER OF THE STAYS SET FORTH IN BANKRUPTCY RULES 6004(G) AND 6006(D), (IV)
PROVIDE THAT THE PURCHASER SHALL HAVE NO LIABILITY FOR ANY CLAIMS EXISTING PRIOR
TO THE CLOSING DATE WHICH MAY BE ASSERTED AGAINST THE SELLER OR SELLER'S
BANKRUPTCY ESTATE INCLUDING ANY "SUCCESSOR LIABILITY" CLAIMS, AND (V) PROVIDE
FOR THE RETENTION OF JURISDICTION BY THE BANKRUPTCY COURT TO RESOLVE ANY AND ALL
DISPUTES THAT MAY ARISE UNDER THIS AGREEMENT AS BETWEEN SELLER AND PURCHASER,
AND FURTHER