HAND, SHALL CAUSE THE COMPANIES
AND BUYER, RESPECTIVELY, TO USE THEIR GOOD FAITH COMMERCIALLY REASONABLE EFFORTS
TO OBTAIN THE AUTHORIZATIONS, CONSENTS, ORDERS AND APPROVALS NECESSARY FOR THEIR
EXECUTION AND DELIVERY OF, AND THE PERFORMANCE OF THEIR OBLIGATIONS PURSUANT TO,
THIS AGREEMENT, INCLUDING ANY FILINGS WITH THE MEXICAN ANTITRUST COMMISSION, THE
MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION OR THE CENTRAL BANK OF
MEXICO, AS APPLICABLE.
IF REQUIRED BY THE FOREIGN COMPETITION STATUTES AND IF
THE APPROPRIATE FILING PURSUANT TO THE FOREIGN COMPETITION STATUTES HAS NOT BEEN
FILED PRIOR TO THE DATE HEREOF, EACH PARTY HERETO AGREES TO MAKE AN APPROPRIATE
FILING WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WITHIN
FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF AND TO SUPPLY PROMPTLY ANY
ADDITIONAL INFORMATION AND DOCUMENTARY MATERIAL THAT MAY BE REQUESTED PURSUANT
TO THE FOREIGN COMPETITION STATUTES.
THE PARTIES HERETO WILL NOT TAKE ANY
ACTION THAT WILL HAVE THE EFFECT OF DELAYING, IMPAIRING OR IMPEDING THE RECEIPT
OF ANY REQUIRED APPROVALS AND SHALL PROMPTLY RESPOND TO ANY REQUESTS FOR
ADDITIONAL INFORMATION FROM ANY GOVERNMENTAL AUTHORITY OR FILINGS IN RESPECT
THEREOF.
BUYER, ON THE ONE HAND, AND SELLERS, ON THE OTHER, SHALL SHARE EQUALLY
ALL FILING AND RELATED FEES IN CONNECTION WITH ANY SUCH FILINGS WHICH MUST BE
MADE BY ANY OF THE PARTIES UNDER THE FOREIGN COMPETITION STATUTES.
(B)
SELLERS SHALL USE THEIR GOOD FAITH
REASONABLE EFFORTS TO ASSIST THE COMPANIES IN OBTAINING THE CONSENTS OF THIRD
PARTIES LISTED ON SCHEDULE 2.10 (A) AND WITH RESPECT TO THIRD PARTIES LISTED ON
SCHEDULE 2.10(B), INCLUDING (I) PROVIDING TO SUCH THIRD PARTIES SUCH FINANCIAL
STATEMENTS AND OTHER FINANCIAL INFORMATION AS SUCH THIRD PARTIES MAY REASONABLY
REQUEST, AND (II) AGREEING TO GOOD FAITH COMMERCIALLY REASONABLE ADJUSTMENTS TO
THE TERMS OF THE AGREEMENTS WITH SUCH THIRD PARTIES (PROVIDED THAT NEITHER PARTY
HERETO SHALL BE REQUIRED TO AGREE TO ANY INCREASE IN THE AMOUNT PAYABLE WITH
RESPECT THERETO).
5.2
Further Action.
Each of the parties hereto
shall use its respective commercially reasonable efforts to take or cause to be
taken all appropriate action, do or cause to be done all things necessary,
proper or advisable, and execute and deliver such documents and other papers, as
may be required to carry out the provisions of this Agreement and consummate and
make effective the transactions contemplated by this Agreement.
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5.3
Press Releases.
The parties hereto will,
and will cause each of their Affiliates and representatives to, maintain the
confidentiality of this Agreement and will not, and will cause each of their
Affiliates not to, issue or cause the publication of any press release or other
public announcement with respect to this Agreement or the transactions
contemplated hereby without the prior written consent of the other parties
hereto which consent shall not be unreasonably withheld; provided, however, that
a party may, without the prior consent of the other parties hereto, issue or
cause publication of any such press release or public announcement to the extent
that such party reasonably determines, after consultation