ABOVE, THE SELLER AND ITS
AFFILIATES SHALL IMMEDIATELY SUSPEND OR CAUSE TO BE SUSPENDED ANY DISCUSSIONS
WITH SUCH OFFEROR OR PERSON WITH REGARD TO SUCH OFFERS, PROPOSALS OR REQUESTS
AND NOTIFY THE PURCHASER THEREOF, INCLUDING, UNLESS PROHIBITED BY APPLICABLE
LAW, INFORMATION AS TO THE IDENTITY OF THE OFFEROR OR PERSON MAKING ANY SUCH
OFFER OR PROPOSAL AND THE SPECIFIC TERMS OF SUCH OFFER OR PROPOSAL, AS THE CASE
MAY BE, AND SUCH OTHER INFORMATION RELATED THERETO AS THE PURCHASER MAY
REASONABLY REQUEST.
IT IS AGREED AND UNDERSTOOD THAT THE TERMS OF THIS CLAUSE
6.6.1 SHALL NOT PREVENT THE SELLER FROM: (I) ISSUING OR SELLING ANY SHARES OF
CAPITAL STOCK OF THE SELLER TO THIRD PARTIES IN ONE OR MORE TRANSACTIONS
PROVIDED THAT SUCH ISSUANCES OR SALES DO NOT RESULT IN A CHANGE OF CONTROL OF
THE SELLER OR (II) SELLING OR DIVESTING ASSETS OF THE OTHER BUSINESSES, IN EACH
CASE OF (I) OR (II) FOR THE PURPOSES OF RAISING FUNDS FOR THE SELLER FROM THIRD
PARTIES.
6.6.2
UNTIL THE CLOSING, NEITHER THE PURCHASER NOR ANY OF ITS AFFILIATES
SHALL ENTER INTO ANY AGREEMENTS WHICH COULD REASONABLY BE EXPECTED TO ADVERSELY
AFFECT THE PURCHASER'S ABILITY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
6.7
INTERCOMPANY ARRANGEMENTS
PRIOR TO THE CLOSING, THE SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES TO,
TERMINATE ALL AGREEMENTS OR ARRANGEMENTS, WRITTEN OR UNWRITTEN, OF ANY KIND
(OTHER THAN THIS AGREEMENT AND ANY ANCILLARY AGREEMENTS), BETWEEN THE SELLER AND
ANY OF ITS AFFILIATES WITH RESPECT TO THE BUSINESS, SUCH TERMINATION TO HAVE
EFFECT AS OF IMMEDIATELY PRIOR TO THE CLOSING.
6.8
MIXED CONTRACTS AND MIXED ACCOUNTS
6.8.1
EXCEPT AS MAY OTHERWISE BE AGREED BY THE PARTIES IN WRITING, ANY
CONTRACT (OTHER THAN (A) CONTRACTS RELATED EXCLUSIVELY TO THE BUSINESS;
(B) LICENSES OF SELLER MIXED USE INTELLECTUAL PROPERTY; OR (C) CONTRACTS THAT
EXPRESSLY CONSTITUTE EXCLUDED ASSETS) THAT INURES TO THE BENEFIT OR BURDEN OF
THE BUSINESS AND THE OTHER BUSINESSES (A "MIXED CONTRACT"), INCLUDING THOSE
CONTRACTS SET FORTH ON SCHEDULE 6.8, SHALL, TO THE EXTENT COMMERCIALLY
REASONABLE, BE SEPARATED AS OF OR AS SOON AS PRACTICABLE AFTER THE CLOSING, SO
THAT EACH OF THE PURCHASER AND THE SELLER SHALL BE ENTITLED TO THE RIGHTS AND
BENEFITS AND SHALL ASSUME THE RELATED PORTION OF ANY LIABILITIES INURING TO
THEIR RESPECTIVE BUSINESSES FOR THE PERIOD AFTER THE CLOSING. IF ANY MIXED
CONTRACT CANNOT BE SO SEPARATED, THE PURCHASER AND THE SELLER SHALL, AND SHALL
CAUSE EACH OF THEIR RESPECTIVE AFFILIATES TO, TAKE SUCH OTHER COMMERCIALLY
REASONABLE EFFORTS TO CAUSE: (I) THE RIGHTS AND BENEFITS ASSOCIATED WITH THAT
PORTION OF EACH MIXED CONTRACT THAT RELATES TO THE BUSINESS TO BE ENJOYED BY THE
PURCHASER; (II) THE LIABILITIES ASSOCIATED WITH THAT PORTION OF EACH MIXED
CONTRACT THAT RELATES TO THE OPERATION OF THE BUSINESS FOLLOWING THE CLOSING TO
BE BORNE BY THE PURCHASER; (III) THE RIGHTS AND BENEFITS ASSOCIATED WITH THAT
PORTION OF EACH MIXED CONTRACT THAT RELATES TO THE OTHER BUSINESSES TO BE
ENJOYED BY THE SELLER; (IV) THE LIABILITIES ASSOCIATED WITH