AN ACCELERATED REVIEW FROM ANY GOVERNMENTAL
ENTITY IN CONNECTION WITH SUCH FILINGS.
EACH PARTY SHALL RESPOND AS PROMPTLY AS
PRACTICABLE TO ANY INQUIRIES FROM THE FTC, THE ANTITRUST DIVISION OR ANY
GOVERNMENTAL ENTITY LAWS FOR ADDITIONAL INFORMATION OR DOCUMENTATION AND TO ALL
INQUIRIES AND REQUESTS FROM ANY GOVERNMENTAL ENTITY.
EACH PARTY WILL CONSULT
WITH COUNSEL FOR THE OTHER PARTY AS TO, AND WILL PERMIT SUCH COUNSEL TO
PARTICIPATE IN, ANY LITIGATION REFERRED TO IN SECTION 6.3(A).
EACH PARTY WILL
(I) PROMPTLY NOTIFY THE OTHER PARTIES OF ANY WRITTEN COMMUNICATION TO THAT PARTY
FROM ANY GOVERNMENTAL ENTITY AND PERMIT THE OUTSIDE COUNSEL FOR THE OTHER
PARTIES TO REVIEW IN ADVANCE ANY PROPOSED WRITTEN COMMUNICATION TO ANY SUCH
GOVERNMENTAL ENTITY, (II) NOT AGREE TO PARTICIPATE IN ANY SUBSTANTIVE MEETING OR
DISCUSSION WITH ANY SUCH GOVERNMENTAL ENTITY IN RESPECT OF ANY FILING,
INVESTIGATION OR INQUIRY CONCERNING THIS AGREEMENT OR THE TRANSACTIONS UNLESS IT
CONSULTS WITH THE OUTSIDE COUNSEL FOR THE OTHER PARTIES IN ADVANCE AND, TO THE
EXTENT PERMITTED BY SUCH GOVERNMENTAL ENTITY, GIVES THE OTHER PARTIES THE
OPPORTUNITY TO ATTEND THE SAME, AND (III) FURNISH THE OUTSIDE COUNSEL OF THE
OTHER
30
PARTIES WITH COPIES OF ALL CORRESPONDENCE, FILINGS AND WRITTEN COMMUNICATIONS
WITH ANY GOVERNMENTAL ENTITY WITH RESPECT TO THIS AGREEMENT.
(C)
PURCHASER AGREES TO TAKE ANY AND ALL STEPS NECESSARY TO AVOID OR ELIMINATE
EACH AND EVERY IMPEDIMENT AND OBTAIN ALL CONSENTS UNDER ANY ANTITRUST LAW THAT
MAY BE REQUIRED BY ANY GOVERNMENTAL ENTITY OF COMPETENT JURISDICTION, SO AS TO
ENABLE THE PARTIES TO CLOSE THE TRANSACTIONS EXPEDITIOUSLY, BUT IN NO CASE LATER
THAN THE TERMINATION DATE, INCLUDING COMMITTING TO OR EFFECTING, BY CONSENT
DECREE, HOLD SEPARATE ORDERS, TRUST, OR OTHERWISE, ANY DIVESTITURE(S) OR
LICENSES OF SUCH ASSETS OR BUSINESSES AS MAY BE REQUIRED IN ORDER TO OBTAIN THE
EXPIRATION OF THE HSR WAITING PERIOD, OR AVOID THE ENTRY OF, OR TO EFFECT THE
DISSOLUTION OF OR VACATE OR LIFT, ANY ORDER, THAT WOULD OTHERWISE HAVE THE
EFFECT OF PREVENTING OR MATERIALLY DELAYING THE CONSUMMATION OF THE
TRANSACTIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 6.3,
NOTHING IN THIS AGREEMENT WILL REQUIRE PURCHASER TO TAKE ANY ACTION, INCLUDING
ENTERING INTO ANY CONSENT DECREE, HOLD SEPARATE ORDERS OR OTHER ARRANGEMENTS,
THAT REQUIRES THE DIVESTITURE OF ANY ASSETS THAT, IN THE AGGREGATE, ACCOUNTED
FOR GREATER THAN $3,500,000 IN THEATRE LEVEL CASH FLOW DURING THE TRAILING
TWELVE FISCAL MONTHS OF THE ENTITY OR ENTITIES IN QUESTION ENDED NEAREST TO
SEPTEMBER 30, 2007.
(D)
EACH OF SELLERS AND PURCHASER SHALL GIVE (OR SHALL CAUSE THEIR RESPECTIVE
AFFILIATES TO GIVE) ANY NOTICES TO OTHER PERSONS, AND SHALL USE, AND CAUSE EACH
OF THEIR RESPECTIVE AFFILIATES TO USE, ITS REASONABLE BEST EFFORTS TO OBTAIN ANY
THIRD-PARTY CONSENTS NOT COVERED BY SECTIONS 6.3(A) THROUGH 6.3(C), THAT ARE
NECESSARY, PROPER OR ADVISABLE TO CONSUMMATE THE TRANSACTIONS AND TO CAUSE THE
CONDITIONS TO THE TRANSACTIONS SET FORTH IN SECTIONS 7.2 AND 7.3 TO BE
SATISFIED.
EACH OF THE PARTIES HERETO WILL FURNISH TO THE OTHERS SUCH NECESSARY
INFORMATION