THE CONSUMMATION OF THE ASSET
PURCHASE AND THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY SELLER
ANCILLARY AGREEMENT.
SELLER SHALL USE DILIGENT EFFORTS TO OBTAIN, AND TO
COOPERATE WITH BUYER TO PROMPTLY OBTAIN, ALL SUCH AUTHORIZATIONS, APPROVALS AND
CONSENTS AND SHALL PAY ANY ASSOCIATED FILING FEES PAYABLE BY SELLER WITH RESPECT
TO SUCH AUTHORIZATIONS, APPROVALS AND CONSENTS.
SELLER SHALL PROMPTLY INFORM
BUYER OF ANY MATERIAL COMMUNICATION BETWEEN SELLER AND ANY GOVERNMENTAL
AUTHORITY REGARDING ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
IF SELLER OR
ANY AFFILIATE OF SELLER RECEIVES ANY FORMAL OR INFORMAL REQUEST FOR SUPPLEMENTAL
INFORMATION OR DOCUMENTARY MATERIAL FROM ANY GOVERNMENTAL AUTHORITY WITH RESPECT
TO THE TRANSACTIONS CONTEMPLATED HEREBY, THEN SELLER SHALL MAKE, OR CAUSE
43
TO BE MADE, AS SOON AS REASONABLY PRACTICABLE, A RESPONSE IN COMPLIANCE WITH
SUCH REQUEST.
THE PARTIES WAIVE COMPLIANCE BY THE OTHER PARTIES HERETO WITH ANY
APPLICABLE CALIFORNIA BULK SALES LAW.
6.5
NECESSARY CONSENTS.
SELLER SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY OBTAIN SUCH MATERIAL WRITTEN
CONSENTS AND AUTHORIZATIONS OF THIRD PARTIES, GIVE NOTICES TO THIRD PARTIES AND
TAKE SUCH OTHER ACTIONS AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO EFFECT
THE CONSUMMATION OF THE ASSET PURCHASE AND THE OTHER TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, TO ENABLE BUYER TO CARRY ON THE BUSINESS IMMEDIATELY AFTER
THE CLOSING IN ALL MATERIAL RESPECTS AND TO KEEP IN EFFECT AND AVOID THE BREACH,
VIOLATION OF, TERMINATION OF, OR ADVERSE CHANGE TO ANY SELLER MATERIAL CONTRACT
TO WHICH SELLER IS A PARTY OR IS BOUND OR BY WHICH ANY OF ITS ASSETS OR
PROPERTIES IS BOUND, ALL AS IDENTIFIED ON SCHEDULE 6.5 OF THE SELLER DISCLOSURE
LETTER HERETO.
6.6
LITIGATION.
SELLER SHALL NOTIFY BUYER IN
WRITING PROMPTLY AFTER LEARNING OF ANY CLAIM, ACTION, SUIT, ARBITRATION,
MEDIATION, PROCEEDING OR INVESTIGATION BY OR BEFORE ANY COURT, ARBITRATOR OR
ARBITRATION PANEL, BOARD OR GOVERNMENTAL AGENCY, INITIATED BY OR AGAINST IT, OR
KNOWN BY SELLER TO BE THREATENED AGAINST SELLER OR ANY OF ITS SUBSIDIARIES,
OFFICERS, DIRECTORS, EMPLOYEES OR STOCKHOLDERS IN THEIR CAPACITY AS SUCH.
6.7
NO SOLICITATION; ACQUISITION PROPOSALS.
(A)
NO SOLICITATION GENERALLY.
FROM AND AFTER
THE DATE OF THIS AGREEMENT UNTIL THE CLOSING OR TERMINATION OF THIS AGREEMENT
PURSUANT TO ARTICLE 10, TELOS SELLERS WILL NOT, NOR WILL THEY AUTHORIZE OR
PERMIT ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES OR
ANY INVESTMENT BANKER, ATTORNEY OR OTHER ADVISOR OR REPRESENTATIVE RETAINED BY
ANY OF THEM (ALL OF THE FOREGOING COLLECTIVELY BEING THE "SELLER
REPRESENTATIVES") TO, DIRECTLY OR INDIRECTLY, (I) SOLICIT, INITIATE, SEEK,
ENTERTAIN, ENCOURAGE, FACILITATE, SUPPORT OR INDUCE THE MAKING, SUBMISSION OR
ANNOUNCEMENT OF ANY INQUIRY, EXPRESSION OF INTEREST, PROPOSAL OR OFFER THAT
CONSTITUTES, OR COULD REASONABLY BE EXPECTED TO LEAD TO, AN ACQUISITION PROPOSAL
(AS HEREINAFTER DEFINED), (II) ENTER INTO, PARTICIPATE IN, MAINTAIN OR CONTINUE
ANY COMMUNICATIONS (EXCEPT SOLELY TO PROVIDE WRITTEN NOTICE AS TO THE EXISTENCE
OF THESE PROVISIONS) OR NEGOTIATIONS REGARDING, OR DELIVER OR MAKE AVAILABLE TO
ANY PERSON ANY NON-PUBLIC INFORMATION WITH RESPECT TO, OR TAKE ANY OTHER ACTION
REGARDING, ANY INQUIRY,