ANY PARTY HERETO TO, AND SHALL NOT, AFFECT THE PROVISIONS OF ANY
OTHER COVENANT IN THIS SECTION 6.5.
IF ANY COURT OF COMPETENT JURISDICTION
DETERMINES THAT THE SCOPE, TIME OR TERRITORIAL RESTRICTIONS SECTION 6.5(A) SETS
FORTH ARE UNREASONABLE AS APPLIED TO A SELLER PARTY, THE PARTIES HERETO,
INCLUDING EACH SELLER PARTY, ACKNOWLEDGE THEIR MUTUAL INTENTION AND AGREEMENT
THAT THOSE RESTRICTIONS BE ENFORCED TO THE FULLEST EXTENT THE COURT DEEMS
REASONABLE, AND THEREBY SHALL BE REFORMED TO THAT EXTENT.
(E)
ALL THE COVENANTS IN THIS SECTION 6.5 ARE INTENDED BY EACH PARTY
HERETO TO, AND SHALL, BE CONSTRUED AS AN AGREEMENT INDEPENDENT OF ANY OTHER
PROVISION IN THIS AGREEMENT, AND THE EXISTENCE OF ANY CLAIM OR CAUSE OF ACTION
OF ANY SELLER PARTY AGAINST BUYER, WHETHER PREDICATED ON THIS AGREEMENT OR
OTHERWISE, SHALL NOT CONSTITUTE A DEFENSE TO THE ENFORCEMENT BY BUYER OF ANY
COVENANT IN THIS SECTION 6.5.
IT IS SPECIFICALLY AGREED THAT THE PERIOD
SPECIFIED IN SECTION 6.5 SHALL BE COMPUTED IN THE CASE OF EACH SELLER PARTY BY
EXCLUDING FROM THAT COMPUTATION ANY TIME DURING WHICH THE SELLER PARTY IS IN
VIOLATION OF ANY PROVISION OF SECTION 6.5.
THE COVENANTS CONTAINED IN THIS
SECTION 6.5 SHALL NOT BE AFFECTED BY ANY BREACH OF ANY OTHER PROVISION HEREOF BY
ANY PARTY HERETO.
(F)
BUYER AND EACH SELLER PARTY HEREBY AGREE THAT THIS SECTION 6.5 IS
A MATERIAL AND SUBSTANTIAL PART OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
SECTION 6.6
FURTHER ASSURANCES.
SIRIUS AND EACH SELLER PARTY SHALL EXECUTE,
ACKNOWLEDGE AND DELIVER OR CAUSE TO BE EXECUTED, ACKNOWLEDGED AND DELIVERED TO
THE BUYER OR ITS AFFILIATES SUCH ASSIGNMENTS OR OTHER INSTRUMENTS OF TRANSFER,
ASSIGNMENT AND CONVEYANCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
BUYER, AS SHALL BE NECESSARY TO VEST IN BUYER (OR ITS PERMITTED ASSIGNEES) ALL
OF THE RIGHT, TITLE AND INTEREST IN AND TO THE MEMBERSHIP INTERESTS SOLD TO
BUYER BY THE SELLERS PURSUANT TO THIS AGREEMENT, FREE AND CLEAR OF ALL LIENS,
AND ANY OTHER DOCUMENT REASONABLY REQUESTED BY BUYER IN CONNECTION WITH THIS
AGREEMENT.
SECTION 6.7
GOVERNMENTAL FILINGS.
AS PROMPTLY AS PRACTICABLE AFTER THE
EXECUTION OF THIS AGREEMENT, EACH PARTY SHALL, IN COOPERATION WITH THE OTHER,
FILE ANY REPORTS OR NOTIFICATIONS THAT MAY BE REQUIRED TO BE FILED BY IT UNDER
APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, ANY FILINGS UNDER THE HSR ACT).
SECTION 6.8
CONSENTS.
AFTER THE CLOSING, EACH SELLER PARTY SHALL USE ITS BEST
EFFORTS TO OBTAIN ANY CONSENTS OR APPROVALS OR ASSIST IN ANY FILINGS REQUIRED IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY THAT ARE REQUESTED BY BUYER
AND THAT HAVE NOT BEEN PREVIOUSLY OBTAINED OR MADE.
SECTION 6.9
PUBLIC ANNOUNCEMENTS.
NO PARTY SHALL, WITHOUT THE PRIOR APPROVAL
OF THE OTHER PARTY, ISSUE, OR PERMIT ANY OF ITS PARTNERS, STOCKHOLDERS,
DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS OR AFFILIATES TO
ISSUE, ANY PRESS RELEASE OR OTHER PUBLIC ANNOUNCEMENT WITH RESPECT TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS MAY BE REQUIRED BY
LAW OR APPLICABLE STOCK EXCHANGE REGULATIONS.
SECTION 6.10
TAX MATTERS
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