TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
6.4
LITIGATION.
THERE ARE AND HAVE BEEN NO ACTIONS INSTITUTED,
COMMENCED, PENDING OR THREATENED AGAINST BUYER THAT WOULD RESTRICT THE
CONSUMMATION OF THE TRANSACTIONS UNDER THIS AGREEMENT OR THE ANCILLARY
AGREEMENTS.
17
6.5
NO BROKERS.
NO BROKER, FINDER OR SIMILAR AGENT HAS BEEN EMPLOYED
BY OR ON BEHALF OF BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS AND BUYER HAS NO LIABILITY TO
PAY ANY BROKERAGE COMMISSION, FINDER'S FEE OR ANY SIMILAR COMPENSATION IN
CONNECTION WITH THIS AGREEMENT OR THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
ARTICLE VII
COVENANTS
7.1
FURTHER ASSURANCES; SUBSEQUENT TRANSFERS.
(A)
SELLER AND BUYER SHALL EXECUTE AND DELIVER SUCH FURTHER
INSTRUMENTS OF CONVEYANCE, TRANSFER AND ASSIGNMENT AND SHALL TAKE SUCH OTHER
ACTIONS AS A PARTY MAY REASONABLY REQUEST OF THE OTHER IN ORDER TO EFFECTUATE
THE PURPOSES OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND TO CARRY OUT THE
TERMS HEREOF AND THEREOF.
AFTER THE CLOSING, IF FOR ANY REASON SELLER DOES NOT
OR IS UNABLE TO EXECUTE SUCH FURTHER DOCUMENTS AS ARE NECESSARY OR REQUIRED TO
BE EXECUTED BY SELLER HEREUNDER WITHIN TEN (10) BUSINESS DAYS OF BUYER'S WRITTEN
REQUEST, SELLER HEREBY IRREVOCABLY APPOINTS BUYER AS ITS ATTORNEY IN FACT (WHICH
APPOINTMENT IS COUPLED WITH AN INTEREST) TO EXECUTE AND DELIVER SUCH
ASSIGNMENTS, APPLICATIONS OR OTHER INSTRUMENTS AS SHALL BE NECESSARY TO
EFFECTUATE THE PURPOSES OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND TO
PROTECT AND VEST TITLE IN AND TO THE ACQUIRED ASSETS.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THIS AGREEMENT, THE POWER OF ATTORNEY GRANTED BY THE
PRECEDING SENTENCE SHALL TERMINATE NO LATER THAN THE FIFTH-YEAR ANNIVERSARY OF
THE CLOSING DATE.
(B)
BEGINNING ON THE DATE HEREOF
AND ENDING 180 DAYS FOLLOWING THE
CLOSING DATE, EACH PARTY, AT ITS OWN EXPENSE, SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN ANY CONSENT REQUIRED TO ASSIGN THE NON-ASSIGNABLE ASSETS TO
BUYER; PROVIDED THAT NEITHER SELLER NOR BUYER WILL BE OBLIGATED TO PAY ANY
CONSIDERATION (EXCEPT FOR DE MINIMIS FILING FEES OR OTHER ADMINISTRATIVE
CHARGES) TO ANY THIRD PARTY FROM WHOM SUCH CONSENTS ARE SOUGHT.
IF AND TO THE
EXTENT THAT THE PARTIES ARE UNABLE TO OBTAIN ANY SUCH REQUIRED CONSENT THROUGH
THE USE OF COMMERCIALLY REASONABLE METHODS, UNLESS PROHIBITED BY APPLICABLE LAW
OR THE TERMS HEREOF, (I) SELLER SHALL CONTINUE TO BE BOUND BY THE TERMS OF SUCH
NON-ASSIGNABLE ASSETS; AND (II) BUYER SHALL PAY, PERFORM AND DISCHARGE FULLY ALL
THE OBLIGATIONS OF SELLER THEREUNDER FROM AND AFTER THE CLOSING DATE, INCLUDING
THE PAYMENT, DISCHARGE AND SATISFACTION OF ANY RELATED LIABILITIES THAT, BUT FOR
THE LACK OF SUCH CONSENT, WOULD BE ASSUMED LIABILITIES.
SELLER SHALL, WITHOUT
FURTHER CONSIDERATION THEREFOR, PAY, ASSIGN AND REMIT TO BUYER PROMPTLY ALL
MONIES, RIGHTS AND OTHER CONSIDERATIONS RECEIVED IN RESPECT OF SUCH PERFORMANCE
BY BUYER.
SELLER SHALL EXERCISE OR EXPLOIT ITS RIGHTS AND OPTIONS UNDER ALL
SUCH NON-ASSIGNABLE ASSETS ONLY AS REASONABLY DIRECTED BY BUYER AND AT BUYER'S
EXPENSE.
IF AND WHEN ANY SUCH