THIS AGREEMENT, AND SELLERS REPRESENT AND WARRANT THAT ALL
INFORMATION SO FURNISHED FOR SUCH STATEMENTS AND APPLICATIONS SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AND SHALL NOT OMIT ANY MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
SECTION 4.4
NOTIFICATION OF CERTAIN MATTERS. SELLERS SHALL GIVE
PROMPT WRITTEN NOTICE TO PURCHASER, AND PURCHASER SHALL GIVE PROMPT WRITTEN
NOTICE TO SELLERS, (A) OF THE OCCURRENCE OR NON-OCCURRENCE OF ANY EVENT, THE
OCCURRENCE OR NON-OCCURRENCE OF WHICH WOULD CAUSE ANY REPRESENTATION OR WARRANTY
CONTAINED IN THIS AGREEMENT OR THE CLOSING AGREEMENTS TO BE UNTRUE OR INACCURATE
IN ANY MATERIAL RESPECT WHEN MADE AND AS OF THE CLOSING DATE, (B) THAT SELLERS
OR PURCHASER, AS THE CASE MAY BE, ARE UNABLE, AND WILL BE UNABLE AS OF THE
CLOSING DATE, TO COMPLY WITH OR SATISFY IN ALL MATERIAL RESPECTS ANY COVENANT OR
AGREEMENT TO BE COMPLIED WITH OR SATISFIED BY IT HEREUNDER OR UNDER THIS
AGREEMENT OR THE CLOSING AGREEMENTS, AND (C) OF THE RECEIPT OF ANY NOTICE OR
COMMUNICATION FROM ANY PERSON OR GOVERNMENTAL AUTHORITY REGARDING THE EXISTENCE
OF ANY PENDING OR THREATENED ACTION THAT MIGHT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT OR ALLEGING THAT ANY APPROVAL OR CONSENT IS REQUIRED IN
CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 4.5
COOPERATION IN OBTAINING CONSENTS AND APPROVALS. SELLERS
AND PURCHASER WILL EACH USE THEIR RESPECTIVE COMMERCIALLY REASONABLE EFFORTS TO
TAKE OR CAUSE TO BE TAKEN ALL REASONABLE ACTIONS NECESSARY, PROPER OR ADVISABLE
TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING SUCH
ACTION AS PURCHASER (IN THE CASE OF THE ACTIONS OF SELLERS) OR SELLERS (IN THE
CASE OF THE ACTIONS BY PURCHASER) REASONABLY CONSIDERS NECESSARY, PROPER OR
ADVISABLE, IN CONNECTION WITH OBTAINING REQUIRED CONSENTS AND MAKING FILINGS
WITH ALL GOVERNMENTAL AUTHORITIES HAVING JURISDICTION OVER THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. SELLERS AND PURCHASER EACH AGREE TO COOPERATE IN
OBTAINING ALL CONSENTS AND APPROVALS FROM EACH PERSON FROM WHOM SUCH CONSENT OR
APPROVAL MAY BE REQUIRED IN CONNECTION WITH THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE COMMENCEMENT OF BUSINESS OPERATIONS BY
PURCHASER AS AN SBLC. NOTWITHSTANDING THE FOREGOING NEITHER SELLERS NOR
PURCHASER SHALL BE REQUIRED TO TAKE OR CAUSE TO BE TAKEN ANY ACTION IN RESPECT
OF THE FOREGOING IF
ASSET PURCHASE AGREEMENT - PAGE 8
SUCH ACTION WOULD RESULT IN ADDITIONAL LIABILITY ACCRUING TO SUCH PARTY,
INCREASE THE COSTS EXPECTED TO BE INCURRED BY SUCH PARTY, OR OTHERWISE HAVE A
DETRIMENTAL EFFECT ON THE ECONOMIC BENEFIT OF THE TRANSACTIONS CONTEMPLATED
HEREBY EXPECTED BY SUCH PARTY, IN EACH CASE BY MORE THAN A DEMINIMUS AMOUNT, AS
DETERMINED BY THE PARTY TO BE CHARGED, ACTING REASONABLY.
SECTION 4.6
FURTHER ASSURANCES. UPON THE TERMS AND SUBJECT TO THE
CONDITIONS HEREOF, EACH PARTY HERETO SHALL USE ITS REASONABLE BEST EFFORTS TO
TAKE, OR CAUSE TO BE TAKEN, ALL APPROPRIATE ACTION, AND TO DO, OR CAUSE