the same to Transferee at the Closing, and retaining legal title or
right thereto, while permitting Transferee the possession and use of such assets
or rights for Transferee's account and with Transferee receiving the benefits
and burdens of such assets or rights as if such assets or rights had been so
transferred, conveyed, assigned and delivered.
(b)
Take all reasonable further action to obtain such consents, approvals or
novations as may be required under such instrument, applicable law or otherwise
to effect the transfer of the asset or right to Transferee.
7.2
CERTAIN CONSENTS.
DOE RUN SHALL USE ALL REASONABLE EFFORTS TO
OBTAIN ANY NECESSARY THIRD PARTY CONSENTS LISTED ON SCHEDULE 4.1(D) AS SOON AS
POSSIBLE AFTER THE EXECUTION OF THIS AGREEMENT AND PRIOR TO THE CLOSING DATE;
PROVIDED, HOWEVER, THAT THE FAILURE TO OBTAIN THE SAME SHALL NOT BE A DEFAULT
UNDER THIS AGREEMENT.
IF ANY SUCH CONSENT CANNOT BE OBTAINED WITHIN NINETY (90)
DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, DOE RUN SHALL TAKE SUCH STEPS AS
MAY BE NECESSARY OR REQUESTED BY TRANSFEREE TO GIVE TRANSFEREE THE ECONOMIC
EFFECT OF THE SAME.
7.3
CONTRACTS THAT APPLY TO OR BENEFIT OTHER DOE RUN FACILITIES.
ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, TO THE EXTENT THAT
ANY AGREEMENT, CONTRACT, LICENSE, LEASE, PERMIT OR OTHER AUTHORIZATION, PURCHASE
OR SALE ORDER, OR OTHER EXECUTORY CONTRACT OR COMMITMENT APPLIES TO OR BENEFITS
ANY OTHER FACILITY OPERATED BY DOE RUN, INCLUDING BUT NOT LIMITED TO THE SALES
CONTRACTS SHOWN ON EXHIBIT D, THIS AGREEMENT SHALL NOT BE DEEMED TO CONSTITUTE
OR REQUIRE AN ASSIGNMENT OF SUCH AGREEMENT.
DOE RUN AGREES TO COOPERATE WITH
TRANSFEREE AND USE ITS REASONABLE EFFORTS TO NEGOTIATE WITH THE VENDORS OR OTHER
THIRD PARTIES UNDER SUCH AGREEMENTS TO ENTER INTO NEW AGREEMENTS THAT WOULD
ALLOCATE BETWEEN TRANSFEREE AND DOE RUN THE RIGHTS, INTERESTS AND OBLIGATIONS OF
DOE RUN UNDER SUCH AGREEMENTS, SUCH THAT THE BUICK FACILITY WILL CONTINUE TO
HAVE MADE AVAILABLE TO IT THE BENEFITS NEEDED FOR THE BUICK BUSINESS UNDER SUCH
CONTRACTS ON COMPARABLE TERMS.
7.4
INSURANCE.
FOLLOWING THE CLOSING, AND SO LONG AS TRANSFEREE IS A
SUBSIDIARY OF DOE RUN, DOE RUN SHALL PROVIDE ALL REQUIRED PROPERTY, LIABILITY
AND OTHER INSURANCE FOR TRANSFEREE AND THE BUICK BUSINESS UNDER THE GENERAL
CORPORATE UMBRELLA POLICIES OF DOE RUN, WITH SUCH COVERAGES, DEDUCTIONS AND
EXCEPTIONS AS MAY BE REQUIRED BY THE APPLICABLE COVENANTS IN FAVOR OF ANY
APPLICABLE LENDING INSTITUTION, CREDIT AGREEMENT OR OTHER INDENTURE APPLICABLE
TO THE BUICK FACILITY OR TRANSFEREE, OR BY ANY REQUIREMENTS OF LAW, OR AS WOULD
BE GENERALLY COVERED BY DOE RUN FOR ITS OTHER OPERATIONS OF SIMILAR NATURE AND
SIZE.
7.5
FURTHER ASSURANCES.
DOE RUN AND TRANSFEREE EACH AGREE TO EXECUTE
AND DELIVER SUCH OTHER DOCUMENTS, CERTIFICATES, AGREEMENTS AND OTHER WRITINGS
AND TO TAKE SUCH OTHER ACTIONS AS MAY BE NECESSARY OR DESIRABLE IN ORDER TO
CONSUMMATE OR IMPLEMENT EXPEDITIOUSLY THE
21
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY
AND ALL DOCUMENTS NECESSARY TO ASSIGN TO TRANSFEREE ANY OF