(A) PURCHASER ACKNOWLEDGES THAT THE INFORMATION BEING PROVIDED TO IT IN
CONNECTION WITH THE ACQUISITION AND THE CONSUMMATION OF THE OTHER TRANSACTIONS
CONTEMPLATED HEREBY IS SUBJECT TO THE TERMS OF A CONFIDENTIALITY AGREEMENT
BETWEEN PURCHASER AND SELLER DATED AS OF APRIL 20, 2007 (THE "CONFIDENTIALITY
AGREEMENT"), THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.
EFFECTIVE
UPON, AND ONLY UPON, THE CLOSING, THE CONFIDENTIALITY AGREEMENT SHALL TERMINATE
WITH RESPECT TO INFORMATION RELATING SOLELY TO THE BUSINESS AND THE TRANSFERRED
ASSETS; PROVIDED, HOWEVER, THAT PURCHASER ACKNOWLEDGES THAT ANY AND ALL OTHER
INFORMATION PROVIDED TO IT BY SELLER OR ANY SELLER SUBSIDIARY CONCERNING SELLER
OR ANY OF ITS AFFILIATES (OTHER THAN WITH RESPECT TO THE BUSINESS OR THE
TRANSFERRED ASSETS) SHALL REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF THE
CONFIDENTIALITY AGREEMENT AFTER THE CLOSING.
(B) AFTER THE CLOSING DATE, SELLER, THE SELLER SUBSIDIARIES AND THEIR AFFILIATES
SHALL KEEP CONFIDENTIAL, AND CAUSE THEIR AFFILIATES AND INSTRUCT THEIR OFFICERS,
DIRECTORS, EMPLOYEES AND ADVISORS TO KEEP CONFIDENTIAL, ALL INFORMATION RELATING
TO THE BUSINESS AND THE TRANSFERRED ASSETS, EXCEPT AS REQUIRED BY LAW OR
ADMINISTRATIVE PROCESS AND EXCEPT FOR INFORMATION THAT IS AVAILABLE TO THE
PUBLIC ON THE CLOSING DATE, OR THEREAFTER BECOMES AVAILABLE TO THE PUBLIC OTHER
THAN AS A RESULT OF A BREACH OF THIS SECTION 5.03(B).
SECTION 5.04.
Reasonable Best Efforts.
(A) ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT, EACH OF SELLER
AND PURCHASER SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE CLOSING TO
OCCUR, INCLUDING TAKING ALL ACTIONS NECESSARY TO COMPLY PROMPTLY WITH ALL LEGAL
REQUIREMENTS THAT MAY BE IMPOSED ON IT OR ANY OF ITS AFFILIATES WITH RESPECT TO
THE CLOSING.
WITHOUT LIMITING THE REQUIREMENTS FOR CLOSING SET FORTH IN
SECTION 1.07 OR THE PROVISIONS SET FORTH IN ARTICLE VII, EACH PARTY SHALL USE
ITS REASONABLE BEST EFFORTS TO CAUSE THE CLOSING TO OCCUR ON OR PRIOR TO THE
TERMINATION DATE.
SELLER AND PURCHASER SHALL NOT, AND SHALL NOT PERMIT ANY OF
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THEIR RESPECTIVE AFFILIATES TO, TAKE ANY ACTIONS THAT WOULD, OR THAT COULD
REASONABLY BE EXPECTED TO, RESULT IN ANY OF THE CONDITIONS SET FORTH IN
ARTICLE VII NOT BEING SATISFIED.
(B) EACH PARTY SHALL USE ITS REASONABLE BEST EFFORTS TO HAVE ANY RESTRAINT OR
PROHIBITION OF THE TYPE DESCRIBED IN SECTION 7.01(B) TERMINATED AS PROMPTLY AS
PRACTICABLE.
(C) WITHOUT LIMITING SECTION 5.04(A), PURCHASER AND SELLER SHALL USE THEIR
REASONABLE BEST EFFORTS TO OBTAIN, OR TO CAUSE TO BE OBTAINED, ANY PERMIT OR
ENVIRONMENTAL PERMIT FOR PURCHASER NEEDED TO REPLACE ANY PERMIT USED BY A SELLER
IN CONNECTION WITH THE BUSINESS THAT IS NOT A TRANSFERRED PERMIT PURSUANT TO
SECTION 1.02(A)(VII); PROVIDED, THAT NO PARTY SHALL BE OBLIGATED TO PAY ANY
CONSIDERATION TO ANY THIRD PARTY OR GOVERNMENTAL ENTITY FROM WHOM SUCH PERMITS
OR ENVIRONMENTAL PERMITS ARE REQUESTED UNDER THIS SECTION 5.04(C).
(D) EACH OF SELLER AND PURCHASER SHALL (I) FILE OR CAUSE TO BE FILED AS PROMPTLY
AS PRACTICABLE, BUT IN NO EVENT LATER THAN 20 BUSINESS DAYS FOLLOWING THE
EXECUTION