MAY REASONABLY REQUEST IN ORDER TO MORE EFFECTIVELY
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
FROM TIME TO TIME
AFTER THE CLOSING DATE, WITHOUT FURTHER CONSIDERATION, BUYER WILL, AT ITS OWN
EXPENSE, EXECUTE AND DELIVER SUCH DOCUMENTS AS SELLER MAY REASONABLY REQUEST IN
ORDER TO MORE EFFECTIVELY CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(C)
SELLER AND BUYER SHALL NOTIFY AND KEEP THE OTHER ADVISED AS TO ANY
LITIGATION OR ADMINISTRATIVE PROCEEDING PENDING AND KNOWN TO SUCH PARTY, OR TO
ITS KNOWLEDGE, THREATENED, WHICH CHALLENGES THE TRANSACTIONS CONTEMPLATED
HEREBY.
SELLER AND BUYER SHALL ACT IN GOOD FAITH AND SHALL NOT TAKE ANY ACTION
INCONSISTENT WITH ITS OBLIGATIONS UNDER THIS AGREEMENT OR WHICH WOULD MATERIALLY
HINDER OR DELAY THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, OR THE PROMPT RECEIPT OF REQUIRED CONSENTS OR APPROVALS UNDER THE
HART-SCOTT ACT, THE CALIFORNIA ACT OR OTHER APPLICABLE LAWS.
(D)
AFTER THE CLOSING DATE, EACH PARTY SHALL HAVE REASONABLE ACCESS TO THE
EMPLOYEES OF THE OTHER PARTY AND ITS AFFILIATES, FOR PURPOSES OF CONSULTATION OR
OTHERWISE, TO THE EXTENT THAT SUCH ACCESS MAY REASONABLY BE REQUIRED IN
CONNECTION WITH MATTERS RELATING TO OR AFFECTED BY THE OPERATION OF THE BUSINESS
PRIOR TO THE CLOSING DATE.
THE PARTIES AGREE TO COOPERATE IN CONNECTION WITH
ANY AUDIT, INVESTIGATION, HEARING OR INQUIRY BY ANY GOVERNMENTAL ENTITY,
LITIGATION OR REGULATORY OR OTHER PROCEEDING WHICH MAY ARISE FOLLOWING THE
CLOSING DATE AND WHICH RELATES TO THE OWNERSHIP OF LLC INTERESTS OR THE
OPERATION OF THE BUSINESS, PRIOR TO THE CLOSING DATE.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT TO THE CONTRARY, EACH PARTY SHALL BEAR ITS OWN
EXPENSES, INCLUDING FEES OF ATTORNEYS OR OTHER REPRESENTATIVES, IN CONNECTION
WITH ANY SUCH MATTER DESCRIBED IN THIS SECTION 6.3 IN WHICH SELLER AND BUYER ARE
SUBJECTS OR PARTIES OR IN WHICH THEY HAVE A MATERIAL INTEREST.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER AND
ITS AFFILIATES SHALL BE ENTITLED TO EXCLUSIVELY CONTROL, CONDUCT AND DIRECT THE
PROSECUTION OR DEFENSE OF
31
ANY OF THE MATTERS SET FORTH IN SCHEDULE 4.8 INCLUDING THE DECISION WHETHER TO
SETTLE (AND AMOUNT THEREFORE) AND WHETHER TO PROCEED TO TRIAL OR ARBITRATION AND
BUYER AGREES TO WAIVE ANY CONFLICTS NECESSARY TO ALLOW CURRENT COUNSEL TO
CONTINUE TO REPRESENT SELLER WITH RESPECT TO SUCH MATTERS.
AFTER THE CLOSING,
BUYER SHALL REASONABLY COOPERATE AND SHALL CAUSE THE COMPANIES TO COOPERATE IN
ALL RESPECTS WITH SELLER AND ITS AFFILIATES IN THE PROSECUTION OR DEFENSE OF ALL
OF THE FOREGOING MATTERS, INCLUDING PROVIDING ACCESS TO WITNESSES FOR
INTERVIEWS, DEPOSITIONS OR TRIAL, DOCUMENTS AND ELECTRONIC INFORMATION ACTUALLY
OR CONSTRUCTIVELY UNDER THE CONTROL OF BUYER OR THE COMPANIES, PROVIDING A
CORPORATE REPRESENTATIVE AT TRIAL OR ARBITRATION, AND EXECUTING AFFIDAVITS AND
SETTLEMENT AGREEMENTS.
SELLER SHALL REIMBURSE BUYER FOR ALL OF ITS REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES IN PROVIDING SUCH COOPERATION; PROVIDED THAT
SELLER SHALL NOT BE REQUIRED TO REIMBURSE BUYER FOR THE COSTS AND EXPENSES OF
SEPARATE LEGAL COUNSEL IN CONNECTION WITH BUYER'S PROVIDING SUCH COOPERATION.
IN ADDITION, BUYER