AND DURING SUCH PERIOD, EACH SHALL
FURNISH PROMPTLY TO THE OTHER ALL INFORMATION CONCERNING ITS BUSINESS,
PROPERTIES AND PERSONNEL AS SUCH OTHER PARTY MAY REASONABLY REQUEST, PROVIDED
THAT NO INVESTIGATION PURSUANT TO THIS ARTICLE SHALL AFFECT ANY REPRESENTATIONS
OR WARRANTIES MADE HEREIN.
EACH PARTY SHALL HOLD, AND SHALL CAUSE ITS EMPLOYEES
AND AGENTS TO HOLD, IN STRICT CONFIDENCE, ALL SUCH INFORMATION (OTHER THAN SUCH
INFORMATION WHICH:
(I) IS ALREADY IN SUCH PARTY'S POSSESSION; (II) BECOMES
GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE BY SUCH
PARTY OR ITS DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR ADVISORS; OR
(III) BECOMES AVAILABLE TO SUCH PARTY ON A NON-CONFIDENTIAL BASIS FROM A SOURCE
OTHER THAN A PARTY HERETO OR ITS ADVISORS PROVIDED THAT SUCH SOURCE IS NOT KNOWN
BY SUCH PARTY TO BE BOUND BY A CONFIDENTIALITY AGREEMENT WITH OR OTHER
OBLIGATION OF SECRECY TO A PARTY HERETO OR ANOTHER PARTY UNTIL SUCH TIME AS SUCH
INFORMATION IS OTHERWISE PUBLICLY AVAILABLE; PROVIDED, HOWEVER, THAT (A) ANY
SUCH INFORMATION MAY BE DISCLOSED TO SUCH PARTY'S DIRECTORS, OFFICERS, EMPLOYEES
AND REPRESENTATIVES OF SUCH PARTY'S ADVISORS WHO NEED TO KNOW SUCH INFORMATION
FOR THE PURPOSE OF EVALUATING THE TRANSACTIONS CONTEMPLATED HEREBY (IT BEING
UNDERSTOOD THAT SUCH DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES SHALL BE
INFORMED BY SUCH PARTY OF THE CONFIDENTIAL NATURE OF SUCH INFORMATION), (B) ANY
DISCLOSURE OF SUCH INFORMATION MAY BE MADE AS TO WHICH THE PARTY HERETO
FURNISHING SUCH INFORMATION HAS CONSENTED IN WRITING, AND (C) ANY SUCH
INFORMATION MAY BE DISCLOSED PURSUANT TO A JUDICIAL, ADMINISTRATIVE OR
GOVERNMENTAL ORDER OR REQUEST; PROVIDED, HOWEVER, THAT THE REQUESTED PARTY WILL
PROMPTLY SO NOTIFY THE OTHER PARTY SO THAT THE OTHER PARTY MAY SEEK A PROTECTIVE
ORDER OR APPROPRIATE REMEDY AND/OR WAIVE COMPLIANCE WITH THIS AGREEMENT AND IF
SUCH PROTECTIVE ORDER OR OTHER REMEDY IS NOT OBTAINED OR THE OTHER PARTY WAIVES
COMPLIANCE WITH THIS PROVISION, THE REQUESTED PARTY WILL FURNISH ONLY THAT
PORTION OF SUCH INFORMATION WHICH IS LEGALLY REQUIRED AND WILL EXERCISE ITS BEST
EFFORTS TO OBTAIN A PROTECTIVE ORDER OR OTHER RELIABLE ASSURANCE THAT
CONFIDENTIAL TREATMENT WILL BE ACCORDED THE INFORMATION FURNISHED).
IF THIS
AGREEMENT IS TERMINATED, EACH PARTY WILL DELIVER TO THE OTHER ALL DOCUMENTS AND
OTHER MATERIALS (INCLUDING COPIES) OBTAINED BY SUCH PARTY OR ON ITS BEHALF FROM
THE OTHER
PARTY AS A RESULT OF THIS AGREEMENT OR IN CONNECTION HEREWITH, WHETHER SO
OBTAINED BEFORE OR AFTER THE EXECUTION HEREOF.
4.3
SUBJECT TO THE TERMS AND CONDITIONS HEREIN PROVIDED,
EACH OF THE PARTIES HERETO AGREES TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO
TAKE, OR CAUSE TO BE TAKEN, ALL ACTION AND TO DO, OR CAUSE TO BE DONE, ALL
THINGS NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAWS AND REGULATIONS TO
CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
IN ORDER TO OBTAIN ANY NECESSARY GOVERNMENTAL OR REGULATORY ACTION OR
NON-ACTION, WAIVER, CONSENT, EXTENSION OR APPROVAL, EACH OF PARENT AND THE
COMPANY AGREES TO TAKE ALL REASONABLE ACTIONS AND TO ENTER INTO ALL REASONABLE
AGREEMENTS