CLEAR OF ALL
ENCUMBRANCES OTHER THAN PERMITTED ENCUMBRANCES) TO BUYER (OR HAS OTHERWISE
ARRANGED FOR SUCH TRANSFER TO OCCUR AT THE MCE CLOSING TO THE REASONABLE
SATISFACTION OF BUYER), SUCH DISPUTED MCE SYSTEM SHALL BE DEEMED TO BE WHOLLY
OWNED BY SELLER) (AN "MCE RESOLUTION"). BUYER SHALL NOT HAVE ANY OBLIGATION TO
ENTER INTO AN MCE MANAGEMENT AGREEMENT UNLESS BUYER IS PROVIDED WITH REASONABLY
SATISFACTORY EVIDENCE OF (A) THE ENFORCEABILITY OF SUCH MCE MANAGEMENT AGREEMENT
FROM AND AFTER THE CLOSING, (B) THE AUTHORITY OF THE COUNTERPART(IES) TO ENTER
INTO AND PERFORM SUCH MCE MANAGEMENT AGREEMENT AND TO BIND SUCH DISPUTED MCE
SYSTEM AND (C) UNLESS THE MCE SYSTEM IS HELD BY SELLER OR THE LIABILITIES OF
SUCH DISPUTED MCE SYSTEM UNDER THE APPLICABLE MCE MANAGEMENT AGREEMENT ARE
GUARANTEED BY SELLER, THE CREDITWORTHINESS OF SUCH MCE SYSTEM (OR SUCH OTHER
PERSON WHO OR SUCH INSTRUMENT THAT GUARANTEES THE LIABILITIES OF SUCH MCE SYSTEM
PURSUANT TO THE APPLICABLE MCE MANAGEMENT AGREEMENT). SELLER SHALL NOTIFY BUYER
OF ANY MCE RESOLUTION AS PROMPTLY AS PRACTICABLE AND IN ANY EVENT WITHIN THREE
BUSINESS DAYS OF OBTAINING ANY SUCH MCE RESOLUTION AND SHALL PROVIDE BUYER WITH
SUCH INFORMATION AND DOCUMENTATION RELATED THERETO AS BUYER REASONABLY REQUESTS.
(C)
AS TO ANY DISPUTED MCE SYSTEM THAT IS THE SUBJECT OF AN MCE
RESOLUTION THAT OCCURS PRIOR TO THE EXPIRATION OF THE MCE PERIOD, AND WITH
RESPECT TO WHICH (I) BUYER (OR ITS DESIGNEE) ENTERS INTO AN MCE MANAGEMENT
AGREEMENT THAT HAS NOT BEEN TERMINATED IN ACCORDANCE WITH ITS TERMS (OTHER THAN
BY SELLER AS A DIRECT RESULT OF A BREACH BY BUYER (OR ITS DESIGNEE)) OR REJECTED
AND REMAINS IN FULL FORCE AND EFFECT UNTIL THE COMPLETION OF THE MCE CLOSING (A
"BUYER MANAGED MCE SYSTEM") OR (II) BUYER (OR ITS DESIGNEE) DOES NOT ENTER INTO
SUCH AN MCE MANAGEMENT AGREEMENT BUT, WITHIN 60 DAYS OF SUCH MCE RESOLUTION,
BUYER MAKES AN ELECTION TO PURCHASE SUCH DISPUTED MCE SYSTEM, THE PARTIES AGREE
THAT SELLER SHALL SELL, OR CAUSE TO BE SOLD, TO BUYER AND BUYER SHALL PURCHASE
FROM SELLER (OR THE APPLICABLE TRANSFEROR WHICH SELLER CAUSES TO SELL) THE
ASSETS OF SUCH DISPUTED MCE SYSTEMS IN EXCHANGE FOR SHARES (THE "MCE PURCHASE
SHARES") OF PARENT CLASS A COMMON STOCK (WHERE EACH SUCH SHARE IS VALUED AT THE
PER SHARE VALUE OF THE PURCHASE SHARES) IN AN AMOUNT EQUAL TO THE ESTIMATED
FINAL MCE
53
PURCHASE PRICE (TO THE EXTENT RELATED TO THE NET LIABILITIES ADJUSTMENT AMOUNT
IN RESPECT OF SUCH DISPUTED MCE SYSTEMS, DETERMINED IN ACCORDANCE WITH
SECTION 2.6(A) APPLIED MUTATIS MUTANDIS) TO BE DELIVERED BY BUYER TO SELLER AT A
SINGLE CLOSING (THE "MCE CLOSING"), PLUS ANY INTERIM DIVIDENDS THEREON, THAT,
SUBJECT TO SATISFACTION OF THE CONDITIONS SET FORTH IN SECTIONS 6.1, 6.2 (OTHER
THAN, WITHOUT LIMITING SECTION 2.7(D)(II), SECTIONS 6.2(A), 6.2(F) (BUT ONLY IF
BUYER IS A PROXIMATE CAUSE PARTY) AND 6.2(H)) AND 6.3 (OTHER THAN, WITHOUT
LIMITING SECTION 2.7(D)(II), SECTIONS 6.3(A) AND 6.3(E)) (APPLIED WITH RESPECT
TO SUCH DISPUTED MCE SYSTEMS (TREATING SUCH SYSTEMS