FILE ALL NECESSARY
DOCUMENTATION TO EFFECT ALL NECESSARY APPLICATIONS, NOTICES, PETITIONS, FILINGS
AND OTHER DOCUMENTS, AND USE ALL COMMERCIALLY REASONABLE EFFORTS TO OBTAIN (AND
WILL COOPERATE WITH EACH OTHER IN OBTAINING) ANY CONSENT, ACQUIESCENCE,
AUTHORIZATION, ORDER OR APPROVAL OF, AND ANY EXEMPTION OR NONOPPOSITION BY, ANY
GOVERNMENTAL ENTITY REQUIRED TO BE OBTAINED OR MADE BY COMPANY, THE SELLER OR
BUYER OR ANY OF THEIR RESPECTIVE AFFILIATES IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE TAKING OF ANY ACTION CONTEMPLATED THEREBY OR BY THIS
AGREEMENT.
7.8
AGREEMENT TO DEFEND.
IN THE EVENT ANY CLAIM, ACTION, SUIT,
INVESTIGATION OR OTHER PROCEEDING BY ANY GOVERNMENTAL BODY OR OTHER PERSON OR
OTHER LEGAL OR ADMINISTRATIVE PROCEEDING IS COMMENCED THAT QUESTIONS THE
VALIDITY OR LEGALITY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR SEEKS DAMAGES IN
CONNECTION THEREWITH, THE PARTIES HEREBY AGREE TO COOPERATE AND USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO DEFEND AGAINST AND RESPOND THERETO.
7.9
OTHER ACTIONS.
EXCEPT AS CONTEMPLATED BY THIS AGREEMENT, NEITHER
THE COMPANY, THE SELLER NOR BUYER SHALL, NOR PERMIT ANY OF ITS AFFILIATES TO,
TAKE OR AGREE OR COMMIT TO TAKE ANY ACTION THAT IS REASONABLY LIKELY TO RESULT
IN ANY OF ITS RESPECTIVE REPRESENTATIONS OR WARRANTIES HEREUNDER BEING UNTRUE IN
ANY MATERIAL RESPECT OR IN ANY OF THE CONDITIONS TO THE TRANSACTIONS
CONTEMPLATED HEREBY SET FORTH IN ARTICLE VIII NOT BEING SATISFIED.
EACH OF THE
PARTIES AGREES TO USE ITS REASONABLE BEST EFFORTS TO SATISFY THE CONDITIONS TO
CLOSING SET FORTH IN THIS AGREEMENT.
7.10
LIMITATION AND DISCLAIMER OF IMPLIED REPRESENTATIONS AND WARRANTIES
OF THE COMPANY AND SELLER.
THE EXPRESS REPRESENTATIONS
26
AND WARRANTIES OF THE COMPANY AND SELLER CONTAINED IN THIS AGREEMENT ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE.
AT OR PRIOR TO CLOSING, BUYER SHALL HAVE
CONDUCTED SUCH INSPECTIONS OF THE COMPANY AND ITS ASSETS AS BUYER DEEMS
NECESSARY AND SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE COMPANY AND
ITS ASSETS; HOWEVER, NO SUCH INSPECTION SHALL BE DEEMED BE IN LIEU OR CONSTITUTE
A WAIVER OF ANY EXPRESS REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT.
EXCEPT AS OTHERWISE PROVIDED IN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
THIS AGREEMENT, THE COMPANY AND SELLER MAKE NO WARRANTY OR REPRESENTATION,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF
ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW,
HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER OR ITS
REPRESENTATIVES BY THE COMPANY, SELLER OR BY THE AGENTS OR REPRESENTATIVES OF
EITHER; ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND
OTHER MATERIALS FURNISHED BY THE COMPANY, SELLER OR BY THE AGENTS OR
REPRESENTATIVES OF EITHER OR OTHERWISE MADE AVAILABLE TO BUYER OR BUYER'S
REPRESENTATIVES ARE PROVIDED TO OR FOR THE BENEFIT OF BUYER AS A CONVENIENCE,
AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST THE COMPANY,
SELLER OR ANY AGENT OR REPRESENTATIVE OF EITHER; AND ANY RELIANCE ON OR USE OF
THE SAME SHALL BE