the offices, properties, customers, suppliers, plants, other
facilities and books and records pertaining to Seller and, during such period,
Seller shall furnish to such Representatives all financial, operating and other
data and other information concerning Seller and personnel employed by Seller as
may reasonably be requested.
Any access provided pursuant to this Section
4.2(a) may, at Seller's option, be subject to or with the participation of
Seller or a designated representative of Seller.
(b)
Purchaser agrees that it will, and will cause its Representatives
to, use any information obtained pursuant to this Section 4.2 only in connection
with the Transactions.
(c)
The Confidentiality Agreement shall apply with respect to
Information, as defined therein, furnished to Purchaser or its Representatives
pursuant to this Section 4.2.
4.3
HSR FILING.
SELLER AND PURCHASER SHALL, AS PROMPTLY AS
PRACTICABLE, FILE OR CAUSE TO BE FILED ALL REQUIRED NOTIFICATION AND REPORT
FORMS UNDER THE HSR ACT WITH THE FTC AND THE ANTITRUST DIVISION OF THE UNITED
STATES DEPARTMENT OF JUSTICE (THE "ANTITRUST DIVISION") IN CONNECTION WITH THE
TRANSACTIONS (WITH A REQUEST FOR EARLY TERMINATION), AND WILL USE THEIR
RESPECTIVE COMMERCIALLY REASONABLE EFFORTS TO RESPOND AS PROMPTLY AS PRACTICABLE
TO ALL INQUIRIES RECEIVED FROM THE FTC OR THE ANTITRUST DIVISION FOR ADDITIONAL
INFORMATION OR DOCUMENTATION AND TO CAUSE THE WAITING PERIODS UNDER THE HSR ACT
TO TERMINATE OR EXPIRE AT THE EARLIEST POSSIBLE DATE; PROVIDED, HOWEVER, THAT
NEITHER PURCHASER NOR SELLER SHALL BE REQUIRED BY ANY PROVISION OF THIS
AGREEMENT TO AGREE TO ANY DIVESTITURE OR "HOLD-SEPARATE" ARRANGEMENT OR OTHER
CONDITION THAT IS NOT COMMERCIALLY REASONABLE IN ORDER TO OBTAIN SUCH
TERMINATION OR EXPIRATION.
SELLER AND PURCHASER WILL EACH FURNISH TO THE OTHER
SUCH INFORMATION AND ASSISTANCE AS THE OTHER MAY REASONABLY REQUEST IN
CONNECTION WITH ITS PREPARATION OF ANY FILINGS NECESSARY UNDER THE PROVISIONS OF
THE HSR ACT.
THE PARTIES SHALL PROMPTLY FURNISH TO EACH OTHER COPIES OF ALL
FILINGS
20
AND CORRESPONDENCE RELATING TO THE TRANSACTIONS WITH ANY GOVERNMENTAL AUTHORITY
SPECIFIED IN THIS SECTION 4.3.
4.4
REGULATORY AND OTHER APPROVALS.
PURCHASER WILL, AS PROMPTLY AS
PRACTICABLE, (A) TAKE ALL COMMERCIALLY REASONABLE STEPS NECESSARY OR DESIRABLE
TO OBTAIN ALL CONSENTS, APPROVALS OR ACTIONS OF, MAKE ALL FILINGS WITH AND GIVE
ALL NOTICES TO GOVERNMENTAL AUTHORITIES OR ANY OTHER PERSON REQUIRED OF
PURCHASER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, (B) PROVIDE SUCH
OTHER INFORMATION AND COMMUNICATIONS TO SUCH GOVERNMENTAL AUTHORITIES OR OTHER
PERSONS AS SELLER OR SUCH GOVERNMENTAL AUTHORITIES OR OTHER PERSONS MAY
REASONABLY REQUEST IN CONNECTION THEREWITH AND (C) COOPERATE WITH SELLER IN
TAKING SUCH ACTIONS AS ARE REASONABLY NECESSARY IN CONNECTION WITH FILINGS MADE
WITH THE NEVADA GAMING COMMISSION TO PERMIT THE TRANSFER OF THE BUSINESS TO
PURCHASER.
PURCHASER WILL PROVIDE PROMPT NOTIFICATION TO SELLER WHEN ANY SUCH
CONSENT, APPROVAL, ACTION, FILING OR NOTICE REFERRED TO IN CLAUSE (A) ABOVE IS
OBTAINED, TAKEN, MADE OR GIVEN, AS APPLICABLE.
4.5
REASONABLE EFFORTS.
SELLER AND PURCHASER SHALL, AS PROMPTLY AS
PRACTICAL, USE COMMERCIALLY REASONABLE EFFORTS (UNLESS OTHERWISE STATED HEREIN)
TO SATISFY THE CONDITIONS TO CLOSING