ALL INFORMATION OBTAINED PURSUANT TO THIS
SECTION 5(G) SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE CONFIDENTIALITY
AGREEMENT.
(h)
Press Releases and Public Announcements.
Prior to the Closing, the parties hereto will consult with each other and in
relation to the Tiwest Joint Venture, with the Tiwest Joint Venture
Participants, before issuing, and will provide each other reasonable opportunity
to review and comment upon, any press release or, to the extent practicable,
other written public statements with respect to the existence or subject matter
of this Agreement; provided, however, that any party may make (and permit the
making of) any public disclosure that is required by the
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Bankruptcy Court or that it believes in good faith is required by applicable law
or any listing or trading agreement concerning its or any of its respective
Affiliates' publicly traded securities (in which case the disclosing party will
use its reasonable best efforts to advise the other parties prior to making the
disclosure).
(i)
Bulk Transfer Laws.
Buyers acknowledge
that the Asset Sellers will not comply with the provisions of any bulk transfer
laws of any jurisdiction in connection with the transactions contemplated by
this Agreement, and hereby waive all claims related to the non-compliance
therewith.
(j)
Cure Amounts.
(I)
U.S. SELLERS HAVE DELIVERED, OR WILL
DELIVER AS SOON AS PRACTICABLE AFTER THE DATE HEREOF, TO U.S. BUYER A SCHEDULE
CONTAINING SELLERS' REASONABLE ESTIMATE OF THE CURE AMOUNTS FOR EACH CONTRACT
THAT IS LISTED ON ANNEX B AS OF THE DATE HEREOF.
U.S. SELLERS HAVE SET FORTH IN
ANNEX C, A LIST OF EACH CONTRACT THAT U.S. SELLERS REASONABLY BELIEVE IN GOOD
FAITH REQUIRE CURE AMOUNTS IN EXCESS OF $50,000 ALONG WITH U.S. SELLERS'
REASONABLE GOOD FAITH ESTIMATE OF THE CURE AMOUNT FOR EACH SUCH CONTRACT.
U.S.
SELLERS SHALL REASONABLY COOPERATE WITH AND PROVIDE SUCH ADDITIONAL INFORMATION
TO U.S. BUYER SO TO IDENTIFY AND PROVIDE TO U.S. BUYER AS PROMPTLY AS
PRACTICABLE ALL CONTRACTS RELATING TO THE BUSINESS (AND THE RELATED CURE
AMOUNTS) AND SUBJECT TO ASSUMPTION OR REJECTION (EACH, AN "ASSUMABLE CONTRACT").
(II)
ON OR BEFORE THE HEARING ON THE BIDDING
PROCEDURES, U.S. BUYER WILL PROVIDE U.S. SELLERS WITH A LIST OF ASSUMABLE
CONTRACTS ON ANNEX B THAT REPRESENTS U.S. BUYER'S REASONABLE BEST EFFORTS TO
IDENTIFY THE ASSUMABLE CONTRACTS THAT U.S. BUYER DESIRES TO ASSUME FROM U.S.
SELLERS AT SUCH TIME.
FROM AND AFTER THE DATE HEREOF, (A) U.S. BUYER MAY ADD
ANY ASSUMABLE CONTRACT TO ANNEX B FROM AND AFTER THE DATE HEREOF UNTIL THE
EARLIER TO OCCUR OF (1) MARCH 31, 2010 OR (2) THE CLOSING, SUBJECT TO
SECTION 2(J) AND 6(B), AND (B) U.S. BUYER MAY DELETE ANY ASSUMABLE CONTRACT FROM
ANNEX B FROM AND AFTER THE DATE HEREOF UNTIL THE LATER TO OCCUR OF (1) THE
CLOSING OR (2) THREE BUSINESS DAYS FOLLOWING ENTRY OF A FINAL ORDER DETERMINING
ALL CURE AMOUNTS AND ADEQUATE ASSURANCE (IF ANY) REQUIRED FOR SUCH ASSUMABLE
CONTRACT (WITH RESPECT TO EACH ASSUMABLE CONTRACT, THE "APPLICABLE ASSUMPTION
DEADLINE").
IN THE