AS SELLER MAY REASONABLY
REQUEST IN ORDER TO PREPARE ITS TAX RETURNS AND OTHER DOCUMENTS AND REPORTS
REQUIRED TO BE FILED WITH GOVERNMENTAL ENTITIES AND ITS FINANCIAL STATEMENTS OR
IN CONNECTION WITH ANY ACTION AGAINST, INVESTIGATIONS BY ANY GOVERNMENTAL ENTITY
OF, OR IN CONNECTION WITH ANY TAX EXAMINATION OF, SELLER AND (III) OTHERWISE
COOPERATE WITH THE INVESTIGATION BY SELLER AND ITS REPRESENTATIVES OF THE
COMPANY. THE FOREGOING SHALL NOT REQUIRE BUYER TO PERMIT ANY INSPECTION, OR TO
DISCLOSE ANY INFORMATION, THAT IN THE REASONABLE JUDGMENT OF BUYER IS REASONABLY
LIKELY TO RESULT IN THE DISCLOSURE OF ANY TRADE SECRETS OF THIRD PARTIES OR
VIOLATE ANY OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIALITY IF BUYER SHALL
HAVE USED REASONABLE BEST EFFORTS TO OBTAIN THE CONSENT OF SUCH THIRD PARTY TO
SUCH INSPECTION OR DISCLOSURE. ALL REQUESTS FOR INFORMATION MADE PURSUANT TO
THIS SECTION 5.2(B) SHALL BE DIRECTED TO AN EXECUTIVE OFFICER OF BUYER OR SUCH
OTHER PERSON AS MAY BE DESIGNATED BY BUYER.
SECTION 5.3
REQUIRED APPROVALS. BUYER SHALL USE ITS REASONABLE BEST
EFFORTS PROMPTLY TO PREPARE AND FILE ALL DOCUMENTATION, INCLUDING ALL
APPLICATIONS, NOTICES, PETITIONS, FILINGS AND OTHER DOCUMENTS, AND TO OBTAIN ANY
CONSENTS, REGISTRATIONS, APPROVALS, DECLARATIONS, PERMITS OR AUTHORIZATIONS,
NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN. SELLER AGREES TO
FULLY COOPERATE WITH BUYER IN SUCH MATTERS, INCLUDING, WITHOUT LIMITATION,
EXECUTING, OR CAUSING THE COMPANY TO EXECUTE, AS THE CASE MAY BE, SUCH
APPLICATIONS, NOTICES, PETITIONS, FILINGS AND OTHER DOCUMENTS REQUIRED TO BE
EXECUTED BY SELLER OR THE COMPANY. BUYER SHALL KEEP SELLER APPRISED OF THE
STATUS OF MATTERS RELATING TO COMPLETION OF THE TRANSACTIONS CONTEMPLATED
HEREIN, INCLUDING PROMPTLY FURNISHING SELLER WITH COPIES OF ALL MATERIAL NOTICES
OR OTHER MATERIAL COMMUNICATIONS RECEIVED BY BUYER, FROM ALL THIRD PARTIES AND
GOVERNMENTAL ENTITIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN.
SECTION 5.4
REASONABLE BEST EFFORTS. SUBJECT TO SECTION 7.1(C),
BETWEEN THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, EACH OF THE PARTIES
HERETO SHALL, UNLESS OTHERWISE SPECIFIED, USE THEIR RESPECTIVE REASONABLE BEST
EFFORTS TO CAUSE THE CONDITIONS IN SECTIONS 6.1 AND 6.2 TO BE SATISFIED AS
PROMPTLY AS PRACTICABLE.
SECTION 5.5
PUBLICITY. THE INITIAL PRESS RELEASE ANNOUNCING THE
TRANSACTIONS CONTEMPLATED HEREIN SHALL BE RELEASED JOINTLY AFTER CONSULTATION
BETWEEN THE PARTIES HERETO AND THEREAFTER THE PARTIES HERETO SHALL CONSULT WITH
EACH OTHER PRIOR TO ISSUING ANY PRESS RELEASES OR OTHERWISE MAKING ANY PUBLIC
ANNOUNCEMENTS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND PRIOR TO
MAKING ANY FILINGS WITH ANY GOVERNMENTAL ENTITY OR WITH ANY NATIONAL SECURITIES
EXCHANGE WITH RESPECT THERETO, EXCEPT AS MAY BE REQUIRED BY LAW OR BY
OBLIGATIONS PURSUANT TO ANY LISTING AGREEMENT WITH OR RULES OF ANY NATIONAL
SECURITIES EXCHANGE ON WHICH THE SECURITIES OF ULTIMATE PARENT OR BUYER ARE
LISTED (IN WHICH CASE, THE DISCLOSING PARTY SHALL MAKE A GOOD FAITH EFFORT TO
NOTIFY THE OTHER PARTY OF SUCH PRESS RELEASE OR PUBLIC STATEMENT AND PROVIDE THE
OTHER PARTY
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a copy of the proposed press release or public statement and an opportunity to
provide comments thereon