HEREBY;
PROVIDED, HOWEVER, THAT, WITH RESPECT TO ANY SUCH FILING, PRESENTATION OR
SUBMISSION, EACH OF SELLER AND PURCHASER NEED NOT SUPPLY THE OTHER (OR ITS
COUNSEL) WITH COPIES (OR IN CASE OF ORAL PRESENTATIONS, A SUMMARY) TO THE EXTENT
THAT (I) ANY LAW, TREATY, RULE OR REGULATION OF ANY GOVERNMENTAL ENTITY
APPLICABLE TO SUCH PARTY REQUIRES SUCH PARTY OR ITS SUBSIDIARIES TO RESTRICT OR
PROHIBIT ACCESS TO ANY SUCH PROPERTIES OR INFORMATION OR (II) SUCH ACCESS WOULD
BE IN BREACH OF ANY CONFIDENTIALITY OBLIGATION, COMMITMENT OR PROVISION BY WHICH
THE SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES IS BOUND OR AFFECTED, WHICH
CONFIDENTIALITY OBLIGATION, COMMITMENT OR PROVISION SHALL BE DISCLOSED TO
PURCHASER, PROVIDED THAT DISCLOSURE OF SUCH OBLIGATION,
29
COMMITMENT OR PROVISION WOULD NOT ITSELF BE THE BREACH OF AN OBLIGATION OR
COMMITMENT TO A THIRD PARTY.
(C)
NOTIFICATION.
EACH OF SELLER AND PURCHASER
WILL NOTIFY THE OTHER PROMPTLY UPON THE RECEIPT OF (I) ANY COMMENTS FROM ANY
OFFICIALS OF ANY GOVERNMENTAL ENTITY IN CONNECTION WITH ANY FILINGS MADE
PURSUANT HERETO, (II) ANY REQUEST BY ANY OFFICIALS OF ANY GOVERNMENTAL ENTITY
FOR AMENDMENTS OR SUPPLEMENTS TO ANY FILINGS MADE PURSUANT TO, OR INFORMATION
PROVIDED TO COMPLY IN ALL MATERIAL RESPECTS WITH, ANY LEGAL REQUIREMENTS, AND
(III) ANY LITIGATION OR ADMINISTRATIVE PROCEEDING PENDING OR, TO ITS KNOWLEDGE,
THREATENED AGAINST SUCH PARTY WHICH CHALLENGES THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS.
WHENEVER ANY EVENT OCCURS
THAT IS REQUIRED TO BE SET FORTH IN AN AMENDMENT OR SUPPLEMENT TO ANY FILING
MADE PURSUANT TO SECTION 5.4, SELLER OR PURCHASER, AS THE CASE MAY BE, WILL
PROMPTLY INFORM THE OTHER OF SUCH OCCURRENCE AND COOPERATE IN FILING WITH THE
APPLICABLE GOVERNMENTAL ENTITY SUCH AMENDMENT OR SUPPLEMENT.
(D)
REASONABLE EFFORTS.
UPON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH HEREIN, EACH OF THE PARTIES AGREES TO USE
COMMERCIALLY REASONABLE EFFORTS TO TAKE, OR CAUSE TO BE TAKEN, ALL ACTIONS, AND
TO DO, OR CAUSE TO BE DONE, AND TO ASSIST AND COOPERATE WITH THE OTHER PARTIES
IN DOING, ALL THINGS REASONABLY NECESSARY, PROPER OR ADVISABLE TO CONSUMMATE AND
MAKE EFFECTIVE, IN THE MOST EXPEDITIOUS MANNER PRACTICABLE, THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, INCLUDING USING
COMMERCIALLY REASONABLE EFFORTS TO ACCOMPLISH THE FOLLOWING:
(I) THE TAKING OF
ALL REASONABLE ACTS NECESSARY TO CAUSE THE CONDITIONS PRECEDENT SET FORTH IN
ARTICLE VI TO BE SATISFIED, (II) THE OBTAINING OF ALL NECESSARY ACTIONS OR
NONACTIONS, WAIVERS, CONSENTS, APPROVALS, ORDERS AND AUTHORIZATIONS FROM
GOVERNMENTAL ENTITIES AND THE MAKING OF ALL NECESSARY REGISTRATIONS,
DECLARATIONS AND FILINGS (INCLUDING REGISTRATIONS, DECLARATIONS AND FILINGS WITH
GOVERNMENTAL ENTITIES, IF ANY) AND THE TAKING OF ALL REASONABLE STEPS AS MAY BE
NECESSARY TO AVOID ANY SUIT, CLAIM, ACTION, INVESTIGATION OR PROCEEDING BY ANY
GOVERNMENTAL ENTITY, (III) THE OBTAINING OF ALL NECESSARY CONSENTS, APPROVALS OR
WAIVERS FROM THIRD PARTIES, INCLUDING THE LENDERS' CONSENT AND THE NECESSARY
CONSENTS (PROVIDED, THAT THE PARTIES WILL DISCUSS IN GOOD FAITH PROCEDURES TO
PURSUE THIRD PARTY CONSENTS WITH RESPECT TO