IF ANY ADMINISTRATIVE OR JUDICIAL ACTION OR
PROCEEDING IS INSTITUTED (OR THREATENED TO BE INSTITUTED) CHALLENGING ANY
TRANSACTION CONTEMPLATED BY THIS AGREEMENT AS VIOLATIVE OF ANY ANTITRUST LAWS,
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT:
(I) PURCHASER SHALL NOT HAVE ANY
OBLIGATION TO LITIGATE OR CONTEST ANY ADMINISTRATIVE OR JUDICIAL ACTION OR
PROCEEDING OR ANY DECREE, JUDGMENT, INJUNCTION OR OTHER ORDER, WHETHER
TEMPORARY, PRELIMINARY OR PERMANENT; AND (II) PURCHASER SHALL BE UNDER NO
OBLIGATION TO MAKE PROPOSALS, EXECUTE OR CARRY OUT AGREEMENTS OR SUBMIT TO
ORDERS PROVIDING FOR (A) THE SALE, LICENSE OR OTHER DISPOSITION OR HOLDING
SEPARATE (THROUGH THE ESTABLISHMENT OF A TRUST OR OTHERWISE) OF THE INTEREST OR
ANY ASSETS OR CATEGORIES OF ASSETS OF PURCHASER OR ANY OF ITS AFFILIATES OR THE
COMPANY OR ITS SUBSIDIARIES, (B) THE IMPOSITION OF ANY LIMITATION OR REGULATION
ON THE ABILITY OF PURCHASER OR ANY OF ITS AFFILIATES TO FREELY CONDUCT THEIR
BUSINESS OR OWN SUCH ASSETS, OR (C) THE HOLDING SEPARATE OF THE INTERESTS OR ANY
LIMITATION OR REGULATION ON THE ABILITY OF PURCHASER OR ANY OF ITS AFFILIATES TO
EXERCISE FULL RIGHTS OF OWNERSHIP OF THE INTEREST (ANY OF THE FOREGOING, AN
"ANTITRUST RESTRAINT").
NOTHING IN THIS SECTION 6.6 SHALL LIMIT A PARTY'S RIGHT
TO TERMINATE
THIS AGREEMENT PURSUANT TO SECTION 8.1.12 IF SUCH PARTY HAS, UNTIL SUCH DATE,
COMPLIED IN ALL MATERIAL RESPECTS WITH ITS OBLIGATIONS UNDER THIS SECTION 6.6.
6.7.
THIRD PARTY CONSENTS; NOTICES.
6.7.1.
THE SELLERS AND THE COMPANY SHALL
USE THEIR COMMERCIALLY REASONABLE EFFORTS TO OBTAIN OR DELIVER PRIOR TO THE
CLOSING ALL CONSENTS, WAIVERS AND APPROVALS OR NOTICES UNDER EACH CONTRACT OR
FROM EACH PERSON LISTED OR DESCRIBED ON SCHEDULE (II)(B) OF THE DISCLOSURE
SCHEDULE (AND ANY CONTRACT ENTERED INTO AFTER THE DATE OF SIGNING THE ORIGINAL
PURCHASE AGREEMENT THAT WOULD HAVE BEEN REQUIRED TO BE LISTED OR DESCRIBED ON
SCHEDULE (II)(B) OF THE DISCLOSURE SCHEDULE IF ENTERED INTO PRIOR TO THE DATE OF
SIGNING THE ORIGINAL PURCHASE AGREEMENT).
6.7.2.
AFTER PRIOR COORDINATION AND
CONSULTATION WITH PURCHASER REGARDING THE TIMING AND CONTENT THEREOF, THE
SELLERS AND COMPANY SHALL GIVE ALL NOTICES AND OTHER INFORMATION REQUIRED TO BE
GIVEN TO THE EMPLOYEES OF THE COMPANY OR ANY SUBSIDIARY, ANY COLLECTIVE
BARGAINING UNIT REPRESENTING ANY GROUP OF EMPLOYEES OF THE COMPANY OR ANY
SUBSIDIARY, AND ANY APPLICABLE GOVERNMENT AUTHORITY UNDER THE NATIONAL LABOR
RELATIONS ACT, AS AMENDED, THE CODE, COBRA AND OTHER APPLICABLE LEGAL
REQUIREMENTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
6.8.
LITIGATION.
THE SELLERS AND THE COMPANY WILL
(I) NOTIFY PURCHASER IN WRITING PROMPTLY AFTER LEARNING OF ANY ACTION, SUIT,
ARBITRATION, MEDIATION, PROCEEDING, CLAIM, OR INVESTIGATION BY OR BEFORE ANY
GOVERNMENTAL ENTITY OR ARBITRATOR INITIATED BY OR AGAINST ANY OF THEM OR ANY OF
THE COMPANY'S SUBSIDIARIES, OR KNOWN BY ANY OF THEM TO BE THREATENED AGAINST ANY
OF THEM, ANY OF THE COMPANY'S SUBSIDIARIES OR ANY OF THEIR RESPECTIVE MANGERS
(OR DIRECTORS, AS THE CASE MAY BE) OFFICERS, EMPLOYEES OR MEMBERS (OR
STOCKHOLDERS, AS THE CASE MAY BE) IN THEIR