THEIR OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE ANCILLARY
AGREEMENTS;
6.2.2(J)
ENCOURAGE CUSTOMERS OF THE BUSINESS TO RETURN
PRODUCTS OUTSIDE OF THE ORDINARY COURSE OF BUSINESS;
6.2.2(K)
MAKE SALES OF PRODUCTS OF THE BUSINESS TO CUSTOMERS
OR DISTRIBUTORS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
6.2.2(L)
FAIL TO PAY ACCOUNTS PAYABLE AND OTHER OBLIGATIONS
OF THE BUSINESS OTHER THAN THOSE DISPUTED IN GOOD FAITH;
6.2.2(M)
ACCELERATE THE COLLECTION OF ACCOUNTS RECEIVABLE OR
MODIFY THE PAYMENT TERMS OF ANY ACCOUNTS RECEIVABLE;
6.2.2(N)
ADOPT A PLAN OF COMPLETE OR PARTIAL LIQUIDATION,
DISSOLUTION, MERGER, CONSOLIDATION, RESTRUCTURING, RECAPITALIZATION OR THE
REORGANIZATION OF THE SELLER OR ITS AFFILIATES;
6.2.2(O)
CHANGE THE LOCATION OF ANY COLLATERAL UNDER ANY
INDEBTEDNESS CONTRACT IDENTIFIED IN CLAUSE 9.14.1 OF THE SELLER DISCLOSURE
SCHEDULE, OTHER THAN INVENTORIES AND SUPPLIES OF RAW MATERIALS IN THE ORDINARY
COURSE OF BUSINESS;
6.2.2(P)
ENTER INTO ANY GUARANTEE, INDEMNITY OR OTHER
AGREEMENT TO SECURE ANY OBLIGATION OF A THIRD PARTY OR CREATE ANY ENCUMBRANCE
OVER ANY OF THE TRANSFERRED ASSETS OF THE BUSINESS;
37
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
6.2.2(Q)
AGREE TO SETTLE, COMPROMISE OR OTHERWISE RESOLVE IN
WHOLE OR IN PART ANY ACTUAL, POTENTIAL OR THREATENED CLAIMS OR PROCEEDINGS IN
CONNECTION WITH OR INVOLVING THE BUSINESS OR TRANSFERRED ASSETS OF THE BUSINESS;
OR
6.2.2(R)
AGREE, WHETHER IN WRITING OR OTHERWISE, TO DO ANY OF
THE FOREGOING OR TAKE, OR COMMIT TO TAKE, ANY ACTION THAT WOULD RESULT IN THE
OCCURRENCE OF ANY OF THE FOREGOING.
6.3
CONSENTS AND FILINGS; REASONABLE EFFORTS
6.3.1
THE SELLER SHALL USE AND SHALL CAUSE ITS AFFILIATES TO USE
COMMERCIALLY REASONABLE EFFORTS: (I) TO TAKE PROMPTLY, OR CAUSE TO BE TAKEN, ALL
ACTIONS, AND TO DO PROMPTLY, OR CAUSE TO BE DONE, ALL THINGS NECESSARY, PROPER
OR ADVISABLE TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT; (II) TO TAKE PROMPTLY, OR CAUSE TO BE TAKEN, ALL ACTIONS TO
ASSIGN AND TRANSFER TO THE PURCHASER (OTHER THAN ASSISTANCE IN PREPARING NEW
APPLICATIONS FOR), GOVERNMENTAL AUTHORIZATIONS AND REGISTRATIONS USED IN OR
RELATED TO THE BUSINESS OR ANY TRANSFERRED ASSET OF THE BUSINESS OR REQUIRED FOR
THE OWNERSHIP OR USE OF ANY TRANSFERRED ASSET OF THE BUSINESS OR THE OPERATION
OF THE BUSINESS; AND (III) AS PROMPTLY AS PRACTICABLE AFTER THE DATE OF THIS
AGREEMENT, TO OBTAIN ALL GOVERNMENTAL AUTHORIZATIONS AND REGISTRATIONS FROM,
GIVE ALL NOTICES TO, AND MAKE ALL FILINGS WITH, ALL GOVERNMENTAL AUTHORITIES,
AND TO OBTAIN ALL OTHER CONSENTS, RELEASES, SUBSTITUTIONS OR AMENDMENTS FROM,
AND GIVE ALL OTHER NOTICES TO, ALL OTHER PERSONS, THAT ARE NECESSARY OR
ADVISABLE IN CONNECTION WITH THE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, INCLUDING THOSE LISTED IN CLAUSE 9.3(A)(II), CLAUSE 9.3(B),
CLAUSE 9.12.8 AND CLAUSE 9.19.2 OF THE SELLER DISCLOSURE SCHEDULE, SCHEDULE
5.1.4 AND SCHEDULE 5.1.6, PROVIDED, HOWEVER, THAT, SUBJECT TO CLAUSE 6.3.5, ANY
COSTS, FEES, EXPENSES OR