AND MAKE EFFECTIVE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING USING ITS REASONABLE BEST
EFFORTS:
(I) TO OBTAIN, IN ADDITION TO APPROVALS DISCUSSED IN SECTION 5.3
HEREOF, ANY LICENSES, PERMITS, CONSENTS, APPROVALS, AUTHORIZATIONS,
QUALIFICATIONS AND ORDERS OF GOVERNMENTAL AUTHORITIES AND PARTIES TO CONTRACTS
WITH ANY OF THE SOLD COMPANIES, THE VENTURE ENTITIES OR THE SUBSIDIARIES AS ARE
REQUIRED IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY; (II) TO EFFECT, IN ADDITION TO FILINGS DISCUSSED IN SECTION 5.3 HEREOF,
ALL NECESSARY REGISTRATIONS AND FILINGS REQUIRED IN CONNECTION WITH THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY; (III) TO DEFEND ANY
LAWSUITS OR OTHER LEGAL PROCEEDINGS, WHETHER JUDICIAL OR ADMINISTRATIVE, WHETHER
BROUGHT DERIVATIVELY OR ON BEHALF OF THIRD PARTIES (INCLUDING, WITHOUT
LIMITATION, GOVERNMENTAL AUTHORITIES OR OFFICIALS), CHALLENGING THIS AGREEMENT
OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY; (IV) TO FURNISH TO EACH OTHER
SUCH INFORMATION AND ASSISTANCE AND TO CONSULT WITH RESPECT TO THE TERMS OF ANY
REGISTRATION, FILING, APPLICATION OR UNDERTAKING AS REASONABLY MAY BE REQUESTED
IN CONNECTION WITH THE FOREGOING; AND (V) TO CAUSE THE OTHER PARTY'S CONDITIONS
TO CLOSING SET FORTH IN ARTICLE VII, AND WHICH ARE WITHIN A PARTY'S REASONABLE
CONTROL, TO BE MET.
FOR PURPOSES OF THIS SECTION 5.5, THE "REASONABLE BEST
EFFORTS" OF THE BUYER SHALL INCLUDE ANY OF THE ACTIONS BY THE BUYER SET FORTH IN
SECTION 5.3(C), SUBJECT TO ANY LIMITATIONS SET FORTH THEREIN.
(B)
NEITHER THE BUYER NOR ANY OF ITS AFFILIATES
SHALL IN ANY WAY USE, BEGINNING ON THE CLOSING DATE, ANY TRADEMARK, SERVICE
MARK, TRADE NAME, BRAND MARK, BRAND NAME, TRADE DRESS OR LOGO OWNED OR USED IN
THE CONTINUING BUSINESS OF THE SELLER OR ANY OF ITS AFFILIATES AND WHICH IS
LISTED IN SCHEDULE 5.5(B) (COLLECTIVELY, THE "SELLER NAMES"), OR USE ANY
TRADEMARK, TRADE NAME, BRAND MARK, BRAND NAME, TRADE DRESS OR LOGO WHICH IS
LIKELY TO CAUSE CONFUSION WITH ANY SELLER NAME OR BE ASSOCIATED WITH THE SELLER
OR ANY OF ITS AFFILIATES, ON OR AS OF THE CLOSING DATE; PROVIDED, HOWEVER, THAT
EACH OF THE SOLD COMPANIES, THE SUBSIDIARIES AND THE VENTURE ENTITIES SHALL (I)
HAVE A REASONABLE PERIOD OF TIME TO REPLACE (BUT IN NO EVENT GREATER THAN SIX
MONTHS AFTER CLOSING) ANY SIGNAGE, STATIONARY OR OTHER MATERIALS THAT MAY USE
THE SELLER NAMES AND (II) BE RESPONSIBLE FOR INDEMNIFYING SELLER AND ITS
AFFILIATES FOR ANY LOSSES WHICH ARE INCURRED BY ANY OF SELLER AND ITS AFFILIATES
IN ANY ACTION AGAINST ANY OF SELLER AND ITS AFFILIATES AND ATTRIBUTABLE TO SUCH
USE OF THE SELLER NAMES.
IF THIS SECTION 5.5(B) IS BREACHED OR THREATENED TO BE
BREACHED, THE BUYER EXPRESSLY CONSENTS THAT IN ADDITION TO ANY OTHER REMEDY THE
SELLER AND ITS AFFILIATES MAY HAVE, THE SELLER OR SUCH AFFILIATE SHALL BE
ENTITLED TO APPLY FOR AND RECEIVE INJUNCTIVE RELIEF IN ORDER TO PREVENT THE
CONTINUATION OF ANY EXISTING BREACH OR THE OCCURRENCE OF ANY THREATENED BREACH.
5.6
Access to Records and Personnel.
(A)
THE BUYER SHALL, AND SHALL CAUSE ITS
AFFILIATES TO, RETAIN THE BOOKS, RECORDS, DOCUMENTS,