NECESSARY INFORMATION
AND REASONABLE ASSISTANCE AS THE OTHER PARTY MAY REQUEST IN CONNECTION WITH THE
FOREGOING AND SHALL PROMPTLY PROVIDE COUNSEL FOR THE OTHER PARTY WITH COPIES OF
ALL FILINGS MADE BY SUCH PARTY, AND ALL CORRESPONDENCE BETWEEN SUCH PARTY (AND
ITS ADVISORS) WITH ANY GOVERNMENTAL ENTITY AND ANY OTHER INFORMATION SUPPLIED BY
SUCH PARTY AND ITS AFFILIATES TO A GOVERNMENTAL ENTITY IN
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CONNECTION HEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER,
THAT EACH PARTY MAY, AS IT DEEMS ADVISABLE AND NECESSARY, REASONABLY DESIGNATE
ANY COMPETITIVELY SENSITIVE MATERIAL PROVIDED TO THE OTHER PARTY AS "OUTSIDE
COUNSEL ONLY," AND MATERIALS MAY BE REDACTED (I) TO REMOVE REFERENCES CONCERNING
THE VALUATION OF THE COMPANY ASSETS AND (II) AS NECESSARY TO COMPLY WITH
APPLICABLE CONTRACTUAL ARRANGEMENTS.
MATERIALS DESIGNATED AS FOR "OUTSIDE
COUNSEL ONLY" AND THE INFORMATION CONTAINED THEREIN SHALL BE GIVEN ONLY TO THE
OUTSIDE LEGAL COUNSEL OF THE RECEIVING PARTY AND SHALL NOT BE DISCLOSED BY SUCH
OUTSIDE COUNSEL TO EMPLOYEES, OFFICERS OR DIRECTORS OF THE RECEIVING PARTY
UNLESS EXPRESS PERMISSION IS OBTAINED IN ADVANCE FROM THE DISCLOSING PARTY OR
ITS LEGAL COUNSEL.
EACH PARTY SHALL, SUBJECT TO APPLICABLE LAW, PERMIT COUNSEL
FOR THE OTHER PARTY REASONABLE OPPORTUNITY TO REVIEW IN ADVANCE, AND CONSIDER IN
GOOD FAITH THE VIEWS OF SUCH PARTY IN CONNECTION WITH, ANY PROPOSED WRITTEN
COMMUNICATION TO ANY GOVERNMENTAL ENTITY.
EACH PARTY AGREES NOT TO PARTICIPATE,
OR TO PERMIT ITS AFFILIATES TO PARTICIPATE, IN ANY SUBSTANTIVE MEETING OR
DISCUSSION, EITHER IN PERSON OR BY TELEPHONE, WITH ANY GOVERNMENTAL ENTITY IN
CONNECTION HEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY UNLESS IT CONSULTS
WITH THE OTHER PARTY IN ADVANCE AND, TO THE EXTENT NOT PROHIBITED BY SUCH
GOVERNMENTAL ENTITY, GIVES THE OTHER PARTY THE OPPORTUNITY TO ATTEND AND
PARTICIPATE.
NONE OF THE PARTIES HERETO SHALL TAKE OR OMIT TO TAKE ANY ACTION
FOR THE PURPOSE OF DELAYING, IMPAIRING OR IMPEDING THE RECEIPT OF ANY REQUIRED
CONSENT, AUTHORIZATION, ORDER OR APPROVAL OR THE MAKING OF ANY REQUIRED FILING
OR REGISTRATION.
6.8
NO INCONSISTENT ACTION.
FROM THE DATE HEREOF THROUGH THE CLOSING
DATE, EACH PARTY HERETO SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND SHALL NOT TAKE
ANY ACTION INCONSISTENT WITH ITS OBLIGATIONS HEREUNDER OR WHICH COULD HINDER OR
DELAY THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
6.9
RIGHT OF ACCESS.
FOLLOWING THE CLOSING, (I) BUYER AGREES TO AND
AGREES TO CAUSE THE COMPANY TO MAKE AVAILABLE TO SELLER FROM TIME TO TIME, AND
UPON SELLER'S REASONABLE REQUEST THEREFOR, ALL AGREEMENTS, ASSIGNMENTS AND OTHER
DOCUMENTS RELATING TO THE COMPANY OR THE COMPANY ASSETS AS SELLER MAY REASONABLY
REQUIRE FOR THE PURPOSE OF RESPONDING TO OR ADDRESSING LEGAL ISSUES THAT ARISE
WITH RESPECT TO THE COMPANY OR THE COMPANY ASSETS AND THAT INVOLVE THE SELLER,
AND FOR ANY OTHER REASON WHICH BUYER REASONABLY BELIEVES WARRANTS ACCESS TO SUCH
AGREEMENTS, ASSIGNMENTS AND OTHER DOCUMENTS, AND (II) SELLERS AGREE TO MAKE
AVAILABLE TO BUYER FROM TIME TO TIME, AND UPON BUYER'S REASONABLE REQUEST
THEREFOR, ALL AGREEMENTS, ASSIGNMENTS AND