CONSUMMATE AND MAKE EFFECTIVE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, PROVIDED THAT NEITHER THE SELLER
NOR ANY OF ITS AFFILIATES SHALL BE UNDER ANY OBLIGATION TO PAY MONEY TO, OR TO
MAKE ANY ACCOMMODATION IN FAVOUR OF, ANY THIRD PARTY.
8.3
GOVERNMENTAL AUTHORIZATIONS
(A)
WITHOUT LIMITATION TO SECTION 8.2 AND WITH REGARD TO ANY FILING
WITH OR APPROVAL BY ANY GOVERNMENTAL AUTHORITY REQUESTED OR REQUIRED BY LAW IN
CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS HEREUNDER:
(I)
THE PARTIES SHALL REASONABLY COOPERATE IN ALL RESPECTS IN THE
PREPARATION OF ANY FILING AND IN CONNECTION WITH ANY SUBMISSION, INVESTIGATION
OR INQUIRY;
(II)
SUBJECT TO THE REMAINING PROVISIONS OF THIS SECTION 8.3(A), THE
SELLER SHALL CONTACT GOVERNMENTAL AUTHORITIES IN RESPECT OF THE COMPANY ONLY
AFTER CONSULTATION WITH THE PURCHASER;
(III)
THE SELLER SHALL PROVIDE SUCH OTHER INFORMATION AND
COMMUNICATIONS TO GOVERNMENTAL AUTHORITIES OR OTHER PERSONS AS THE PURCHASER MAY
REASONABLY REQUEST IN CONNECTION WITH SUCH TRANSACTIONS;
(IV)
THE SELLER SHALL REASONABLY COOPERATE WITH THE PURCHASER AS
PROMPTLY AS PRACTICABLE AND IN OBTAINING ALL CONSENTS, APPROVALS OR ACTIONS OF,
MAKING ALL FILINGS WITH, AND GIVING ALL NOTICES TO, GOVERNMENTAL AUTHORITIES AND
OTHER PERSONS REQUIRED OF THE PURCHASER IN CONNECTION WITH SUCH TRANSACTIONS;
AND
(V)
THE SELLER SHALL ADVISE THE PURCHASER OF ANY COMMUNICATIONS BY THE
SELLER (AND, UNLESS PRECLUDED BY LAW, PROVIDE COPIES OF ANY SUCH WRITTEN
COMMUNICATIONS) WITH ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON RELATING TO THE
COMPANY.
40
(B)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ANY AND ALL
AGREEMENTS, CONSENTS, APPROVALS, WAIVERS OR THE LIKE THAT ARE REQUIRED FROM AN
AFFILIATE OF THE SELLER SHALL BE DEEMED GRANTED FOR THE PURPOSES OF THIS
AGREEMENT ON AND FROM THE CLOSING DATE.
8.4
COSTS AND EXPENSES.
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT ARE CONSUMMATED, EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED
HEREIN, THE SELLER, ON THE ONE HAND, AND THE PURCHASER, ON THE OTHER HAND, SHALL
BEAR THEIR OWN EXPENSES INCURRED IN CONNECTION WITH THE NEGOTIATION, PREPARATION
AND SIGNING OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS PROVIDED
FOR HEREBY.
ANY NOTARY FEES, TRANSFER OR SIMILAR LEVIES THAT MAY BECOME PAYABLE
AS A RESULT OF THE SIGNING OF THIS AGREEMENT OR THE TRANSFER OF THE SHARES
PURSUANT HERETO SHALL BE BORNE BY THE PURCHASER.
ANY STAMP TAXES OR SIMILAR
LEVIES THAT BECOME PAYABLE IN RESPECT OF THIS AGREEMENT SHALL BE BORNE BY THE
PARTY THAT SUBMITS, ENDORSES, OR BENEFITS FROM THE PROVISIONS OF, THIS AGREEMENT
IN THE APPLICABLE JURISDICTION OR THAT TAKES ANY OTHER ACTION THAT DIRECTLY
RESULTS IN SUCH STAMP TAXES OR SIMILAR LEVIES BECOMING PAYABLE IN SUCH
JURISDICTION, AND SUCH PARTY SHALL INDEMNIFY THE OTHER PARTIES IN RESPECT OF ANY
SUCH FEES OR TAXES.
8.5
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED
TO BE GIVEN OR MADE PURSUANT TO THIS AGREEMENT SHALL BE IN WRITING IN THE
ENGLISH LANGUAGE AND SHALL BE: (X) DELIVERED BY HAND AGAINST AN ACKNOWLEDGEMENT
OF DELIVERY DATED AND SIGNED BY THE RECIPIENT; (Y) SENT BY AN OVERNIGHT COURIER