5.3
APPROVALS.
THE SELLERS SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN ALL APPROVALS FROM GOVERNMENTAL OR REGULATORY
AUTHORITIES OR UNDER ANY OF THE CONTRACTS OR OTHER AGREEMENTS OF THE SELLERS AS
MAY BE REQUIRED IN CONNECTION WITH THE ACQUISITION SO AS TO PRESERVE ALL RIGHTS
OF AND BENEFITS TO THE SELLERS THEREUNDER AND THE ACQUIRER SHALL PROVIDE THE
SELLERS WITH SUCH ASSISTANCE AND INFORMATION AS IS REASONABLY REQUIRED TO OBTAIN
SUCH APPROVALS; PROVIDED, HOWEVER, THAT SELLERS SHALL NOT BE REQUIRED TO PAY ANY
FEES OR OTHER PAYMENTS TO ANY SUCH GOVERNMENTAL OR REGULATORY AUTHORITIES OR ANY
CONTRACTUAL COUNTERPARTY IN ORDER TO OBTAIN ANY SUCH APPROVAL (OTHER THAN NORMAL
FILING FEES THAT ARE IMPOSED BY LAW ON THE SELLERS).
SECTION 5.4
TERMINATION OF SECURITY INTEREST.
PRIOR TO THE CLOSING,
THE SELLERS SHALL FILE, AND EXECUTE AND DELIVER, ALL DOCUMENTS NECESSARY TO
RELEASE THE PURCHASED ASSETS FROM ANY LIEN (OTHER THAN PERMITTED LIENS) AND
SHALL PROVIDE EVIDENCE REASONABLY SATISFACTORY TO THE ACQUIRER OF THE RELEASE OF
ALL SUCH LIENS.
SECTION 5.5
NOTIFICATION OF CERTAIN MATTERS.
THE SELLERS SHALL GIVE
PROMPT NOTICE TO THE ACQUIRER, AND THE ACQUIRER SHALL GIVE PROMPT NOTICE TO THE
SELLERS, OF THE OCCURRENCE OR NON-OCCURRENCE OF ANY EVENT, THE OCCURRENCE OR
NON-OCCURRENCE OF WHICH IS LIKELY TO CAUSE ANY CONDITION IN SECTION 7 TO NOT BE
SATISFIED; PROVIDED, HOWEVER, THAT THE DELIVERY OF ANY NOTICE PURSUANT TO THIS
SECTION 5.5 SHALL NOT LIMIT OR OTHERWISE AFFECT ANY REMEDIES AVAILABLE TO THE
PARTY RECEIVING SUCH NOTICE.
SECTION 5.6
EXPENSES.
EXCEPT AS SET FORTH IN SECTION 1.11 (TRANSFER
TAXES) OR IN THE TRANSITION SERVICES AGREEMENT, ALL FEES AND EXPENSES INCURRED
IN CONNECTION WITH THE ACQUISITION, INCLUDING ALL LEGAL, ACCOUNTING, FINANCIAL
ADVISORY, CONSULTING, FEES PAID UNDER THE COMPETITION ACT (CANADA) AND ALL OTHER
FEES AND EXPENSES OF THIRD PARTIES ("THIRD PARTY EXPENSES") INCURRED BY A PARTY
IN CONNECTION WITH THE NEGOTIATION AND EFFECTUATION OF THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE THE
OBLIGATION OF THE RESPECTIVE PARTY INCURRING SUCH FEES AND EXPENSES.
SECTION 5.7
PUBLIC DISCLOSURE.
UNLESS OTHERWISE REQUIRED BY LAW
(INCLUDING FEDERAL AND STATE SECURITIES LAWS) OR, AS TO THE ACQUIRER, BY THE
RULES AND REGULATIONS OF THE NEW YORK
32
STOCK EXCHANGE OR, OR AS TO THE SELLERS AND THE GUARANTOR, BY THE RULES AND
REGULATIONS OF THE
NASDAQ GLOBAL MARKET, PRIOR TO THE CLOSING DATE, NO PUBLIC
DISCLOSURE (WHETHER OR NOT IN RESPONSE TO ANY INQUIRY) OF THE EXISTENCE OF ANY
SUBJECT MATTER OF, OR THE TERMS AND CONDITIONS OF, THIS AGREEMENT SHALL BE MADE
BY ANY PARTY HERETO UNLESS APPROVED BY THE ACQUIRER AND THE SELLERS IN WRITING
PRIOR TO RELEASE; PROVIDED, HOWEVER, THAT SUCH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
THE PARTIES SHALL ISSUE THEIR OWN PRESS
RELEASE WITHIN ONE (1) BUSINESS DAY FOLLOWING THE DATE HEREOF, EACH OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE OTHER PARTY.
SECTION 5.8
TAKEOVER STATUTES.
IF ANY TAKEOVER STATUTE IS OR MAY
BECOME APPLICABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY,