PAYMENT FROM, AN INSIDER (OTHER THAN PAYROLL OBLIGATIONS EARNED
IN THE ORDINARY COURSE);
(Q)
EXCEPT FOR UNSECURED CREDITORS' CLAIMS, SETTLE, WAIVE OR RELEASE
ANY CLAIMS OR RIGHTS OTHER THAN IN THE ORDINARY COURSE;
(R)
SETTLE ANY TAX AUDIT OR OTHER PROCEEDING, MAKE OR CHANGE ANY TAX
ACCOUNTING METHOD OR PRACTICE OR TAX ELECTION OR FILE ANY AMENDED TAX RETURN; OR
(S)
AUTHORIZE ANY OF, OR COMMIT OR AGREE TO TAKE, WHETHER IN WRITING
OR OTHERWISE, ANY OF THE FOREGOING ACTIONS.
4.4
FURTHER ASSURANCES.
EACH PARTY HERETO COVENANTS FROM THE DATE OF
THIS AGREEMENT TO THE CLOSING (AND SUBJECT TO THE OTHER TERMS AND CONDITIONS OF
THIS AGREEMENT):
(A)
TO COOPERATE WITH THE OTHER PARTIES AND TO TAKE SUCH ACTIONS AS
MAY BE NECESSARY, IN EACH CASE, AS PROMPTLY AS POSSIBLE IN (I) DETERMINING
WHETHER NOTICES, DECLARATIONS, REGISTRATIONS AND FILINGS ARE REQUIRED TO BE MADE
WITH OR CONSENTS REQUIRED TO BE OBTAINED FROM ANY THIRD PARTY OR GOVERNMENT
AUTHORITY IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND IN MAKING OR CAUSING
TO BE MADE ANY SUCH NOTICES, DECLARATIONS, REGISTRATIONS AND FILINGS PROMPTLY
(INCLUDING ANY AUTHORIZATION, CONSENT, ORDER, PERMIT, APPROVAL, NOTICE, FILING,
REGISTRATION OR QUALIFICATION (A) REQUIRED UNDER THE HSR ACT, (B) WITH, FROM OR
TO THE FAA AND (C) WITH, FROM
24
OR TO THE DOT, WHICH IN THE CASE OF CLAUSE (A) WILL BE MADE WITHIN TEN DAYS OF
THE DATE OF THIS AGREEMENT AND WITH RESPECT TO CLAUSES (B) AND (C) WILL BE MADE
PROMPTLY FOLLOWING THE DATE OF THIS AGREEMENT); (II) SEEKING TO TERMINATE ANY
WAITING PERIODS UNDER THE HSR ACT AS SOON AS PRACTICABLE; (III) OBTAINING, IN A
TIMELY MANNER, ANY SUCH CONSENTS; AND (IV) FURNISHING THE OTHER PARTY AND TO THE
OTHER PARTY'S COUNSEL ALL SUCH INFORMATION AS MAY BE REASONABLY REQUIRED IN
ORDER TO EFFECTUATE THE FOREGOING ACTIONS;
(B)
TO KEEP THE OTHER PARTY HERETO INFORMED IN ALL MATERIAL RESPECTS
OF ANY MATERIAL COMMUNICATIONS RECEIVED BY SUCH PARTY FROM, OR GIVEN BY SUCH
PARTY TO, ANY GOVERNMENT AUTHORITY WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT AND TO CONSULT WITH THE OTHER PARTY HERETO IN ADVANCE OF ANY
MEETING OR CONFERENCE WITH ANY GOVERNMENT AUTHORITY WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT;
(C)
TO USE REASONABLE BEST EFFORTS AND COOPERATE WITH THE OTHER
PARTIES HERETO TO OBTAIN ALL CONSENTS REQUIRED FROM THIRD PARTIES, WHOSE CONSENT
OR APPROVAL IS REQUIRED PURSUANT TO ANY COMPANY AGREEMENT OR OTHERWISE TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS; PROVIDED, HOWEVER, THAT BUYER WILL HAVE NO OBLIGATION TO
GIVE ANY GUARANTEE OR OTHER CONSIDERATION OF ANY NATURE IN CONNECTION WITH ANY
SUCH REQUIRED CONSENTS OR TO CONSENT TO ANY CHANGE IN THE TERMS OF ANY ASSUMED
CONTRACT; AND
(D)
WITHOUT LIMITING THE SPECIFIC OBLIGATIONS OF ANY PARTY UNDER ANY
COVENANT OR AGREEMENT UNDER THIS AGREEMENT, TO USE REASONABLE BEST EFFORTS TO
TAKE ALL ACTION AND DO ALL THINGS NECESSARY IN ORDER