CAPACITY AS SUCH (A "NEW LITIGATION
CLAIM"), (II) NOTIFY PURCHASER OF ONGOING MATERIAL DEVELOPMENTS IN ANY NEW
LITIGATION CLAIM AND (III) CONSULT IN GOOD FAITH WITH PURCHASER REGARDING THE
CONDUCT OF THE DEFENSE OF ANY NEW LITIGATION CLAIM.
6.9.
PURCHASER'S FINANCING. PURCHASER SHALL PREPARE
AND FILE OR CAUSE TO BE PREPARED AND FILED WITH THE SEC WITHIN 45 DAYS AFTER THE
DATE OF SIGNING THE ORIGINAL PURCHASE AGREEMENT, A REGISTRATION STATEMENT ON
FORM S-3 OR ANOTHER APPROPRIATE REGISTRATION STATEMENT FOR THE PURPOSE OF AN
OFFERING TO BE MADE IN ORDER TO RAISE NET PROCEEDS (AFTER DEDUCTING FEES,
EXPENSES AND COMMISSIONS) IN AN AMOUNT SUFFICIENT IN ORDER TO PAY THE PURCHASE
PRICE AND THE EMPLOYEE BONUS AMOUNT AT CLOSING (THE "OFFERING").
SELLERS AND
THE COMPANY SHALL FURNISH TO THE PURCHASER, PURCHASER'S ADVISORS, THE
UNDERWRITERS OF SUCH OFFERING AND SUCH UNDERWRITERS' ADVISORS, SUCH RELEVANT
INFORMATION, IN ORAL AND WRITTEN FORM, REGARDING THE SELLERS AND THE COMPANY AS
THE PURCHASER MAY REASONABLY REQUEST AND AS SHALL BE REASONABLY REQUIRED IN
CONNECTION WITH THE PREPARATION AND FILING OF THE REGISTRATION STATEMENT AND ANY
AMENDMENTS THERETO AND IN CONNECTION WITH THE OFFERING.
IN ADDITION, THE
SELLERS AND THE COMPANY SHALL, AND SHALL CAUSE THE COMPANY'S EMPLOYEES, AUDITORS
AND OTHER REPRESENTATIVES TO COOPERATE WITH AND ASSIST PURCHASER, AS PURCHASER
MAY REASONABLY REQUEST, TO ENABLE PURCHASER TO PREPARE AND FILE WITH THE SEC THE
REGISTRATION STATEMENT, INCLUDING BY PARTICIPATING IN DRAFTING SESSIONS AND
CONFERENCE CALLS REGARDING THE REGISTRATION STATEMENT AND THE CONTENTS THEREOF
AND BY SIGNING SUCH DOCUMENTS AS MAY BE REASONABLY REQUESTED BY PURCHASER, THE
UNDERWRITERS OF THE OFFERING AND THEIR RESPECTIVE ADVISORS IN CONNECTION WITH
THE CLOSING OF THE OFFERING.
6.10.
TERMINATION OF AFFILIATED AGREEMENTS.
THE SELLERS
AND THE COMPANY UNDERTAKE THAT ALL CONTRACTS BETWEEN THE COMPANY, ON THE ONE
HAND, AND SELLERS OR ANY OF THEIR AFFILIATES, ON THE OTHER HAND, IF ANY, THAT
REQUIRE, OR COULD REQUIRE WITH THE PASSAGE OF TIME, THE PAYMENT BY THE COMPANY
OF ANY AMOUNTS OR OTHER CONSIDERATION TO ANY SELLER OR ITS AFFILIATE SHALL HAVE
BEEN TERMINATED ON OR BEFORE THE CLOSING DATE, WITHOUT ANY FURTHER LIABILITY OR
OBLIGATION WHATSOEVER THEREUNDER ON THE PART OF THE COMPANY, AND PURCHASER MAY
REQUEST TO RECEIVED REASONABLY SATISFACTORY WRITTEN EVIDENCE THEREOF.
6.11.
REASONABLE EFFORTS.
SUBJECT TO THE LIMITATIONS SET
FORTH IN SECTION 6.3, EACH OF THE PARTIES HERETO AGREES TO USE ITS COMMERCIALLY
REASONABLE EFFORTS, AND TO COOPERATE WITH EACH OTHER PARTY HERETO, TO TAKE, OR
CAUSE TO BE TAKEN, ALL ACTIONS, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS
NECESSARY, APPROPRIATE OR DESIRABLE TO CONSUMMATE AND MAKE EFFECTIVE, IN THE
MOST EXPEDITIOUS MANNER PRACTICABLE, THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING THE SATISFACTION OF THE RESPECTIVE CONDITIONS SET FORTH IN ARTICLE VI,
AND INCLUDING TO EXECUTE AND DELIVER SUCH OTHER INSTRUMENTS AND DO AND PERFORM
SUCH OTHER ACTS AND THINGS AS MAY BE NECESSARY OR REASONABLY DESIRABLE FOR
EFFECTING COMPLETELY THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
6.12.
RANK OF ESCROW AMOUNT.
ONLY IF PURCHASER ELECTS TO
EFFECT