TO THE
PERMITTED ENCUMBRANCES.
FROM TIME TO TIME AFTER THE CLOSING DATE, WITHOUT
FURTHER CONSIDERATION, BUYER WILL, AT ITS OWN EXPENSE, EXECUTE AND DELIVER SUCH
DOCUMENTS TO SELLER AS SELLER MAY REASONABLY REQUEST IN ORDER TO EVIDENCE
BUYER'S ASSUMPTION OF THE ASSUMED LIABILITIES.
6.5.3.
DURING THE PERIOD FROM THE DATE HEREOF TO THE CLOSING DATE, THE
PARTIES SHALL COOPERATE WITH EACH OTHER TO DEVELOP A TRANSITION PLAN AND, AS
NECESSARY, MUTUALLY ACCEPTABLE AGREEMENTS, TO FACILITATE THE TRANSITION OF THE
INFORMATION SYSTEMS, COMPUTER APPLICATIONS AND PROCESSING OF DATA AT THE
FACILITIES ON AND FOLLOWING THE CLOSING DATE.
6.5.4.
TO THE EXTENT THAT SELLER'S RIGHTS UNDER ANY SELLER'S AGREEMENT MAY
NOT BE ASSIGNED WITHOUT THE CONSENT OF ANOTHER PERSON WHICH CONSENT HAS NOT BEEN
OBTAINED, THIS AGREEMENT SHALL NOT CONSTITUTE AN AGREEMENT TO ASSIGN THE SAME IF
AN ATTEMPTED ASSIGNMENT WOULD CONSTITUTE A BREACH THEREOF OR BE UNLAWFUL, AND
SELLER, SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ANY SUCH REQUIRED
CONSENT(S) AS PROMPTLY AS POSSIBLE.
SELLER AND BUYER SHALL COOPERATE AND SHALL
EACH USE COMMERCIALLY REASONABLE EFFORTS FOR A REASONABLE PERIOD OF TIME AFTER
THE CLOSING TO OBTAIN AN ASSIGNMENT OF SUCH SELLER'S AGREEMENT TO BUYER.
IN THE
EVENT THAT ANY SUCH CONSENT TO ASSIGNMENT HAS NOT BEEN OBTAINED, THE PARTIES
AGREE TO PROCEED UNDER THIS AGREEMENT TO THE EXTENT PERMISSIBLE. THE PARTIES
SHALL EQUALLY SHARE THE EXPENSES INCURRED IN CONNECTION WITH THE ASSIGNMENT OF
SELLER'S AGREEMENTS; PROVIDED THAT BUYER SHALL BE SOLELY RESPONSIBLE FOR THE
PAYMENT OF
53
ANY LICENSE FEE OR OTHER CHARGE REQUIRED TO BE PAID TO OBTAIN ANY REQUIRED
CONSENT FROM A THIRD PARTY IN CONNECTION WITH ANY SUCH ASSIGNMENT.
6.5.5.
DURING THE PERIOD FROM THE DATE HEREOF TO THE CLOSING DATE, BUYER
AND SELLER SHALL COOPERATE WITH EACH OTHER TO DEVELOP A TRANSITION PLAN AND, AS
NECESSARY, MUTUALLY ACCEPTABLE AGREEMENTS, TO PROVIDE SUCH SERVICES TO EACH
OTHER FOR A REASONABLE PERIOD OF TIME AFTER THE CLOSING DATE AS ARE REASONABLY
NECESSARY TO ENSURE THE CONTINUITY OF SUPPORT FOR ZION STATION OR OTHER
CONTINUING ACTIVITIES AT THE ZION STATION SITE AND THE ORDERLY COMPLETION OF
PROJECTS OR OTHER WORK IN PROGRESS THAT WOULD BE ADVERSELY AFFECTED IF THOSE
SERVICES WERE INTERRUPTED.
6.6.
PUBLIC STATEMENTS.
Upon or immediately following the execution and delivery of this Agreement, the
Parties will issue a joint press release or coordinated separate press releases
concerning this Agreement and the transactions contemplated hereby, in form and
substance to be mutually agreed.
Subsequent to the initial joint press release
or separate press releases contemplated by the preceding sentence and prior to
the Closing Date, the Parties shall not issue any further press release or other
public disclosure (other than required filings and other required public
statements or testimony before regulatory authorities) with respect to this
Agreement or the transactions contemplated hereby without first affording the
non-disclosing Party the opportunity to review and comment on such press release
or public disclosure, except as may be required by applicable Law or stock
exchange rules.
On or immediately