INDEFINITELY.
THE OBLIGATIONS UNDER ANY COVENANTS, INDEMNITIES
AND AGREEMENTS THAT WERE NOT FULLY DISCHARGED OR PERFORMED PRIOR TO THE CLOSING
DATE IN COMPLIANCE WITH THIS AGREEMENT SHALL SURVIVE UNTIL THE THREE YEAR
ANNIVERSARY OF THE DATE HEREOF; PROVIDED, THAT CLAIMS SUBMITTED WITHIN SUCH
PERIOD ARE NOT THEREAFTER BARRED.
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11.4.
BULK TRANSFERS.
THE BUYERS WAIVE COMPLIANCE WITH
THE PROVISIONS OF ALL APPLICABLE LAWS RELATING TO BULK TRANSFERS IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
11.5.
FURTHER ASSURANCES; ASSET RETURNS.
UPON REQUEST
FROM TIME TO TIME, THE SELLERS SHALL EXECUTE AND DELIVER ALL DOCUMENTS, TAKE ALL
RIGHTFUL OATHS, AND DO ALL OTHER ACTS THAT MAY BE REASONABLY NECESSARY OR
DESIRABLE, IN THE REASONABLE OPINION OF COUNSEL FOR THE BUYERS, TO PERFECT OR
RECORD THE TITLE OF THE BUYERS, OR ANY SUCCESSOR OF THE BUYERS, TO THE ASSETS
TRANSFERRED OR TO BE TRANSFERRED UNDER THIS AGREEMENT, OR TO AID IN THE
PROSECUTION, DEFENSE, OR OTHER LITIGATION OF ANY RIGHTS ARISING FROM SAID
TRANSFER (PROVIDED THAT THE BUYERS SHALL REIMBURSE THE SELLERS FOR ALL
OUT-OF-POCKET COSTS AND EXPENSES RESULTING FROM ANY SUCH REQUEST UNLESS SAID
REQUEST ARISES OUT OF ANY FAULT, BREACH OR DEFAULT OF SELLERS).
IN THE EVENT
THAT THE SELLERS RECEIVE ANY PROCEEDS OR OTHER ASSETS OR PROPERTIES OF THE U.S.
BUYER AFTER THE CLOSING DATE, THEY SHALL HOLD SUCH FUNDS IN TRUST FOR THE U.S.
BUYER, DEPOSIT SUCH FUNDS IN AN ACCOUNT FOR THE U.S. BUYERS AND REMIT ON A
WEEKLY BASIS ALL SUCH FUNDS TO THE U.S. BUYERS AS THE U.S. BUYERS SHALL DIRECT,
TOGETHER WITH AN ACCOUNTING OF SUCH FUNDS.
THE SELLERS SHALL HAVE NO INTEREST
OR RIGHT TO OR CLAIM AGAINST SUCH FUNDS.
11.6.
OTHER COVENANTS.
TO THE EXTENT THAT ANY CONSENTS
NEEDED TO ASSIGN TO THE BUYERS ANY OF THE ASSETS HAVE NOT BEEN OBTAINED ON OR
PRIOR TO THE CLOSING DATE, THIS AGREEMENT SHALL NOT CONSTITUTE AN ASSIGNMENT OR
ATTEMPTED ASSIGNMENT THEREOF IF SUCH ASSIGNMENT OR ATTEMPTED ASSIGNMENT WOULD
CONSTITUTE A BREACH THEREOF.
IF ANY SUCH CONSENT SHALL NOT BE OBTAINED ON OR
PRIOR TO THE CLOSING DATE, THEN (A) THE SELLERS AND THE BUYERS, IF REQUIRED
UNDER APPLICABLE LAW, SHALL USE THEIR REASONABLE EFFORTS IN GOOD FAITH TO OBTAIN
SUCH CONSENT AS PROMPTLY AS PRACTICABLE THEREAFTER AND (B) IF, IN THE REASONABLE
JUDGMENT OF THE BUYERS SUCH CONSENT MAY NOT BE OBTAINED, THE PARTIES SHALL USE
REASONABLE EFFORTS IN GOOD FAITH TO COOPERATE, AND TO USE THEIR REASONABLE
EFFORTS TO CAUSE EACH OF THEIR RESPECTIVE AFFILIATES TO COOPERATE, IN ANY LAWFUL
ARRANGEMENT DESIGNED TO PROVIDE FOR THE BUYERS THE BENEFITS UNDER ANY SUCH
ASSETS INCLUDING, WITHOUT LIMITATION, (I) GRANTING TO ANY OF THE BUYERS A
SECURITY INTEREST IN SUCH ASSETS AND ALL POST-CLOSING CASH AND NON-CASH PROCEEDS
THEREOF, AS SECURITY FOR THE PROMPT AND TIMELY SATISFACTION AND PERFORMANCE OF
OBLIGATIONS OF THE SELLERS UNDER THIS AGREEMENT; AND (II) APPOINTING AS AN
ATTORNEY-IN-FACT ANY OF THE BUYERS OR THEIR AFFILIATES IN ORDER TO EFFECT THE
PURPOSES OF THIS SECTION.
THIS PROVISION DOES