REACH AGREEMENT WITHIN
FIVE (5) BUSINESS DAYS AFTER NOTICE OF THE LOSS IS GIVEN BY SELLER, THEN THE
AMOUNT OF THE REDUCTION SHALL BE DETERMINED BY AN INDEPENDENT, QUALIFIED
INSURANCE ADJUSTER SELECTED BY THE PARTIES (OR, IF THEY ARE UNABLE TO AGREE ON
SUCH SELECTION, ONE APPOINTED BY THE BANKRUPTCY COURT UPON APPLICATION BY EITHER
PARTY).
3.4
H-S-R ACT MATTERS. AS SOON AS PRACTICABLE, AND IN ALL EVENTS
WITHIN FIFTEEN (15) BUSINESS DAYS, AFTER THE EFFECTIVE DATE, EACH OF BUYER AND
SELLER SHALL MAKE AN APPROPRIATE FILING OF A NOTIFICATION AND REPORT FORM
PURSUANT TO THE H-S-R ACT WITH RESPECT TO THE PURCHASE OF THE PURCHASED ASSETS.
BUYER AND SELLER SHALL THEREAFTER SUPPLY WITHIN THREE (3) BUSINESS DAYS (OR AS
SOON THEREAFTER AS REASONABLY PRACTICABLE) ANY INFORMATION AND DOCUMENTARY
MATERIAL THAT MAY BE FURTHER REQUESTED BY EITHER THE FEDERAL TRADE COMMISSION OR
THE ANTITRUST DIVISION OF THE DEPARTMENT OF JUSTICE (THE "ANTITRUST AGENCIES")
PURSUANT TO THE H-S-R ACT, AND SHALL USE THEIR REASONABLE BEST EFFORTS TO
CO-OPERATE WITH THE ANTITRUST AGENCIES TO CAUSE THE EXPIRATION OR TERMINATION OF
ANY APPLICABLE WAITING PERIODS UNDER THE H-S-R ACT AS SOON AS PRACTICABLE. EACH
OF THE PARTIES AGREES NOT TO ENTER INTO ANY AGREEMENT WITH A GOVERNMENTAL
AUTHORITY WITH RESPECT TO THE H-S-R WAITING PERIOD EXCEPT WITH THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTIES. BUYER AND SELLER SHALL EACH PAY ONE HALF OF ANY
REQUISITE FILING FEES AND APPLICABLE TAXES IN CONNECTION WITH ANY FILING OR
APPLICATION MADE PURSUANT TO THE H-S-R ACT.
3.5
PERMITS AND LICENSES.
3.5.1
PROMPTLY AFTER THE EFFECTIVE DATE, THE PARTIES, COOPERATING IN GOOD
FAITH, SHALL TAKE SUCH STEPS, INCLUDING THE FILING OF ANY REQUIRED APPLICATIONS
WITH GOVERNMENTAL AUTHORITIES, AS MAY BE NECESSARY (I) TO EFFECT THE TRANSFER OF
THE PERMITS AND LICENSES TO BUYER ON OR AS SOON AS PRACTICABLE AFTER THE CLOSING
DATE, TO THE EXTENT SUCH TRANSFER IS PERMISSIBLE UNDER APPLICABLE LEGAL
REQUIREMENTS, AND (II) TO ENABLE BUYER TO OBTAIN, ON OR AS SOON AS PRACTICABLE
AFTER THE CLOSING DATE, ANY ADDITIONAL LICENSES, PERMITS, APPROVALS, CONSENTS,
CERTIFICATES, REGISTRATIONS, AND AUTHORIZATIONS (WHETHER GOVERNMENTAL,
REGULATORY, OR OTHERWISE) AS MAY BE NECESSARY FOR THE LAWFUL OPERATION OF THE
MILLS FROM AND AFTER THE CLOSING DATE (THE ACTIONS DESCRIBED IN THE FOREGOING
CLAUSES (I) AND (II) BEING REFERRED TO HEREIN AS THE "PERMITTING PROCESS"). ANY
FILING OR OTHER FEES AND OTHER OUT-OF-POCKET EXPENSES ASSOCIATED WITH THE
PERMITTING PROCESS SHALL BE PAID BY BUYER.
7
3.5.2
BUYER ACKNOWLEDGES THAT IT MAY NOT BE POSSIBLE TO COMPLETE THE
PERMITTING PROCESS PRIOR TO THE CLOSING DATE AND AGREES THAT COMPLETION OF THE
PERMITTING PROCESS PRIOR TO THE CLOSING DATE SHALL NOT BE A CONDITION TO ITS
OBLIGATION TO PROCEED WITH THIS TRANSACTION AS PROVIDED IN THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT THERE IS A REASONABLE PROSPECT
THAT A MATERIAL ADVERSE EFFECT WILL OCCUR AFTER THE CLOSING DATE AS A RESULT OF
THE FAILURE TO COMPLETE THE PERMITTING PROCESS PRIOR TO THE CLOSING DATE OR AS A
RESULT OF