IN EACH CASE, WHICH CONFLICT WOULD IMPAIR IN ANY MATERIAL
RESPECT OR PREVENT THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS.
4.3
CONSENTS.
NO APPROVAL OF ANY GOVERNMENTAL AUTHORITY OR ANY OTHER
PERSON ON THE PART OF EACH OF ADI AND THE BUYER IS REQUIRED IN CONNECTION WITH
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT FOR
SUCH APPROVALS WHICH, IF NOT OBTAINED, WOULD NOT REASONABLY BE LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT ON SUCH PARTY'S ABILITY TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
17
4.4
LITIGATION.
THERE IS NO ACTION PENDING, OR TO THE ACTUAL
KNOWLEDGE OF EACH OF ADI AND THE BUYER, CURRENTLY THREATENED AGAINST ADI OR THE
BUYER, THAT QUESTIONS THE VALIDITY OF THIS AGREEMENT OR ANY OF THE TRANSACTION
DOCUMENTS TO WHICH EITHER PARTY IS A PARTY OR THE RIGHT OF ADI OR THE BUYER TO
ENTER INTO THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS TO WHICH EITHER
PARTY IS A PARTY OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
4.5
NO BROKERS.
NEITHER ADI NOR THE BUYER HAS EMPLOYED ANY BROKER,
FINDER, INVESTMENT BANKER OR OTHER AGENT OR INCURRED OR WILL INCUR ANY LIABILITY
FOR ANY BROKERAGE FEES, COMMISSIONS, FINDERS' FEES OR SIMILAR FEES IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT THAT THE BUYER PARTIES WILL BE
RESPONSIBLE FOR ANY FEE PAYABLE TO JON DIAMOND.
4.6
SOLVENCY.
ADI AND BUYER ARE SOLVENT AND HAVE AND WILL HAVE THE
ABILITY TO PAY THE NOTE WHEN DUE.
ARTICLE V
ADDITIONAL AGREEMENTS
5.1
PUBLIC ANNOUNCEMENTS.
NEITHER THE BUYER PARTIES NOR THE SELLERS
SHALL ISSUE ANY PRESS RELEASES OR ANY ANNOUNCEMENTS REGARDING THE TRANSACTION
UNLESS APPROVED IN WRITING BY THE OTHER PARTY, SUCH APPROVAL NOT TO BE
UNREASONABLY WITHHELD; PROVIDED, THAT EITHER PARTY MAY MAKE SUCH ANNOUNCEMENTS
AS ARE REQUIRED BY LAW SO LONG AS, TO THE EXTENT PRACTICABLE, SUCH PARTY
PROVIDES THE OTHER PARTY WITH A REASONABLE OPPORTUNITY TO REVIEW AND COMMENT ON
ANY SUCH ANNOUNCEMENT.
5.2
LITIGATION COOPERATION.
IF THE BUYER OR THE SELLERS OR ANY OF
THEIR RESPECTIVE AFFILIATES SHALL BECOME ENGAGED OR PARTICIPATE IN ANY ACTION
RELATING IN ANY WAY TO THE ACQUIRED ASSETS, THE EXCLUDED ASSETS, THE ASSUMED
LIABILITIES OR THE EXCLUDED LIABILITIES, THE OTHER PARTIES SHALL COOPERATE IN
ALL REASONABLE RESPECTS WITH SUCH PARTY IN CONNECTION THEREWITH, INCLUDING,
WITHOUT LIMITATION, MAKING AVAILABLE TO SUCH PARTIES, WITHOUT COST, ALL RELEVANT
RECORDS AND USING ITS COMMERCIALLY REASONABLE EFFORTS TO MAKE AVAILABLE THE
EMPLOYEES OF SUCH PARTY OR ITS AFFILIATES WHO ARE REASONABLY EXPECTED TO BE
HELPFUL WITH RESPECT TO SUCH ACTION, PROVIDED THAT, TO THE EXTENT PRACTICABLE,
SUCH EMPLOYEES SHALL BE MADE AVAILABLE IN A MANNER SO AS NOT TO INTERFERE WITH
THEIR EMPLOYMENT DUTIES IN ANY MATERIAL RESPECT.
5.3
USE OF NAMES.
FROM AND AFTER THE CLOSING, NEITHER SELLER SHALL
USE ANY NAMES OR OTHER TRADEMARKS INCLUDED IN THE ACQUIRED ASSETS OR ANY
DERIVATIONS THEREOF.
WITHOUT LIMITING THE FOREGOING, PROMPTLY FOLLOWING THE
CLOSING, MEDIASENTRY SHALL CHANGE ITS CORPORATE NAME TO ELIMINATE