AS TO
"MATERIALITY" OR ANOTHER SIMILAR MATERIALITY QUALIFICATION SET FORTH THEREIN) AS
OF THE DATE OF THIS AGREEMENT OR WILL NOT BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS (WITHOUT GIVING EFFECT TO ANY LIMITATION AS TO "MATERIALITY" OR ANOTHER
SIMILAR MATERIALITY QUALIFICATION SET FORTH THEREIN) AS OF THE CLOSING, (II) THE
OCCURRENCE OF ANY EVENT OR THE EXISTENCE OF ANY CIRCUMSTANCE WHICH WILL RESULT,
OR IS REASONABLY LIKELY TO RESULT, IN THE FAILURE TO SATISFY A CONDITION
SPECIFIED IN ARTICLE V (IN THE CASE OF BUYER) OR VI (IN THE CASE OF SELLER),
(III) ANY NOTICE OR OTHER COMMUNICATION FROM ANY THIRD PERSON ALLEGING THAT THE
CONSENT OF SUCH THIRD PERSON IS OR MAY BE REQUIRED IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND (IV) ANY COMPLAINTS,
INVESTIGATIONS OR HEARINGS (OR COMMUNICATIONS INDICATING THAT THE SAME MAY BE
CONTEMPLATED) BY OR OF ANY GOVERNMENT AUTHORITY OR ADJUDICATORY PROCEEDINGS
INVOLVING THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND, IN THE CASE OF
ANY EVENT CONTEMPLATED BY CLAUSES (I) THROUGH (IV) WILL KEEP THE OTHER PARTY
FULLY INFORMED OF SUCH EVENT AND PERMIT THE OTHER PARTY AND ITS REPRESENTATIVES
ACCESS TO ALL MATERIALS PREPARED IN CONNECTION THEREWITH.
WITHOUT LIMITING THE
FOREGOING, BETWEEN THE
8
DATE HEREOF AND UNTIL THE EARLIEST DATE ON WHICH THE ENTIRE PURCHASE PRICE HAS
BEEN PAID PURSUANT TO THIS AGREEMENT, BUYER SHALL PROMPTLY (BUT IN ANY EVENT
WITHIN ONE BUSINESS DAY) NOTIFY SELLER IN WRITING OF THE ENTRY INTO OR
CONSUMMATION OF AN ACCELERATION TRANSACTION.
(B)
IF ANY CLAIM AGAINST BUYER SHALL HAVE BEEN
INSTITUTED BEFORE ANY ARBITRATOR, COURT OR OTHER GOVERNMENT AUTHORITY TO
RESTRAIN OR PROHIBIT, OR TO OBTAIN DAMAGES IN RESPECT OF, THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE OTHER TRANSACTION DOCUMENTS, THEN
BUYER SHALL (I) PROMPTLY NOTIFY SELLER OF SUCH CLAIM, (II) IN GOOD FAITH, AND
USING ITS REASONABLE BEST EFFORTS TO, DEFEND AGAINST ANY SUCH CLAIM, (III)
PROMPTLY PROVIDE SELLER AND ITS COUNSEL WITH COPIES OF ALL DOCUMENTS IN ITS
POSSESSION RELATING TO SUCH CLAIM, (IV) PRIOR TO FILING OR PROVIDING ANY
DOCUMENT TO, OR HAVING DISCUSSIONS WITH, A THIRD PARTY RELATING TO SUCH CLAIM,
PROVIDE SELLER WITH A REASONABLE OPPORTUNITY TO REVIEW, COMMENT ON AND APPROVE
SUCH DOCUMENTS AND ALLOW SELLER TO PARTICIPATE IN ANY SUCH DISCUSSIONS, AND (V)
NOT SETTLE ANY SUCH CLAIM OR WAIVE OR RELEASE ANY RIGHTS WITH RESPECT TO SUCH
CLAIM WITHOUT SELLER'S PRIOR WRITTEN CONSENT UNLESS SUCH SETTLEMENT (A) INCLUDES
AN UNCONDITIONAL RELEASE OF SELLER, THE COMPANY AND THEIR RESPECTIVE AFFILIATES
(OTHER THAN BUYER) FROM ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH SUCH
MATTER, (B) DOES NOT INCLUDE ANY ADMISSION OF FAULT, CULPABILITY OR A FAILURE TO
ACT BY, OR ON BEHALF OF, SELLER, THE COMPANY OR THEIR RESPECTIVE AFFILIATES
(OTHER THAN BUYER) OR PAYMENT OF ANY MONEY OR IMPOSITION OF ANY OTHER OBLIGATION
AGAINST SELLER, THE COMPANY OR THEIR RESPECTIVE AFFILIATES (OTHER THAN BUYER)
AND (C) DOES NOT RESULT IN THE IMPOSITION AGAINST SELLER, THE COMPANY OR THEIR
RESPECTIVE