deems appropriate.
Notwithstanding anything contained in this
Agreement to the contrary, the Asset Selling Entities and the Conveyed Entities
shall be permitted to borrow funds from Seller or its Affiliates as is necessary
to operate the Business in the ordinary course and repay such borrowings in the
ordinary course.
Nothing contained in this Agreement shall give Purchaser,
directly or indirectly, rights to control or direct the operations of the
Business, the Purchased Assets or the Conveyed Entities prior to the Closing
Date.
During the period from the date of this Agreement until the earlier of
(x) the date this Agreement is terminated in accordance with its terms and
(y) the Closing Date, Purchaser shall not take any action or omit to take any
action for the purpose of directly or indirectly preventing, materially delaying
or materially impeding (or that would reasonably be expected to prevent,
materially delay or materially impede) the consummation of the transactions
contemplated by this Agreement, permit or cause any of its Subsidiaries or
Affiliates to do any of the foregoing or agree or commit to do any of the
foregoing, or agree in writing or otherwise to take any of the foregoing
actions.
SECTION 5.3
EFFORTS TO CLOSE.
EXCEPT AS
OTHERWISE SET FORTH IN SECTION 5.4, SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, AND TO APPLICABLE LAW, EACH PARTY AGREES TO USE ITS REASONABLE
BEST EFFORTS TO TAKE, OR CAUSE TO BE TAKEN, ALL ACTIONS NECESSARY, AND ASSIST
AND COOPERATE WITH THE OTHER PARTY IN DOING, ALL THINGS NECESSARY, PROPER OR
ADVISABLE, TO CONSUMMATE AND MAKE EFFECTIVE, IN THE MOST EXPEDITIOUS MANNER
PRACTICABLE, THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE SATISFACTION OF
THE RESPECTIVE CONDITIONS SET FORTH IN ARTICLE VI.
SECTION 5.4
ANTITRUST LAWS.
(A) PURCHASER
AND SELLER SHALL AS PROMPTLY AS PRACTICABLE TAKE ALL ACTIONS NECESSARY TO FILE
OR CAUSE TO BE FILED THE FILINGS REQUIRED OF THEM OR ANY OF THEIR AFFILIATES
UNDER ANY APPLICABLE ANTITRUST LAWS IN CONNECTION WITH THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY INCLUDING FILING WITH THE UNITED STATES FEDERAL
TRADE COMMISSION (THE "FTC") AND THE UNITED STATES DEPARTMENT OF JUSTICE (THE
"DOJ") NO LATER THAN TWENTY (20) BUSINESS DAYS FOLLOWING THE DATE HEREOF THE
NOTIFICATION AND REPORT FORMS REQUIRED FOR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND ANY SUPPLEMENTAL INFORMATION REQUESTED IN CONNECTION THEREWITH
PURSUANT TO THE HSR ACT.
ANY SUCH NOTIFICATION AND REPORT FORMS AND
SUPPLEMENTAL INFORMATION WILL BE IN SUBSTANTIAL COMPLIANCE WITH THE REQUIREMENTS
OF THE HSR ACT.
SELLER AND PURCHASER SHALL FURNISH TO EACH OTHER SUCH NECESSARY
INFORMATION AND REASONABLE ASSISTANCE AS THE OTHER MAY REQUEST, IN CONNECTION
WITH ITS PREPARATION OF ANY FILING OR SUBMISSION THAT IS NECESSARY UNDER THE HSR
ACT.
SELLER AND PURCHASER SHALL KEEP EACH OTHER APPRISED OF THE STATUS OF ANY
COMMUNICATIONS WITH, AND INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION FROM
THE FTC AND THE DOJ AND SHALL COMPLY PROMPTLY WITH ANY SUCH INQUIRY OR REQUEST.
SELLER AND PURCHASER WILL USE THEIR RESPECTIVE REASONABLE BEST EFFORTS TO OBTAIN
ANY CLEARANCE