other
Governmental Antitrust Authority not to consummate the transactions contemplated
by this Agreement, except with the prior written consent of the Seller and (y)
shall retain all resources such as counsel, accountants, economists or other
consultants which may be reasonably necessary to discharge its obligations under
this Section 5.3.
(B)
WITHOUT LIMITING THE GENERALITY OF THE
UNDERTAKINGS AND SUBSECTIONS (A) AND (C) OF THIS SECTION 5.3 AND SUBJECT TO
APPROPRIATE CONFIDENTIALITY PROTECTIONS, THE SELLER AND BUYER SHALL EACH FURNISH
TO THE OTHER SUCH NECESSARY INFORMATION AND REASONABLE ASSISTANCE AS THE OTHER
PARTY MAY REQUEST IN CONNECTION WITH THE FOREGOING AND SHALL EACH PROVIDE
COUNSEL FOR THE OTHER PARTY WITH COPIES OF ALL FILINGS MADE BY SUCH PARTY, AND
ALL CORRESPONDENCE BETWEEN SUCH PARTY (AND ITS ADVISORS) WITH ANY GOVERNMENTAL
ANTITRUST AUTHORITY AND ANY OTHER INFORMATION SUPPLIED BY SUCH PARTY AND SUCH
PARTY'S AFFILIATES TO A GOVERNMENTAL ANTITRUST AUTHORITY IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY SHALL, SUBJECT
TO APPLICABLE LAW, PERMIT COUNSEL FOR THE OTHER PARTY TO REVIEW IN ADVANCE ANY
PROPOSED WRITTEN COMMUNICATION TO ANY GOVERNMENTAL ANTITRUST AUTHORITY.
UPON
THE TERMS AND SUBJECT TO THE CONDITIONS HEREIN PROVIDED, IN CASE AT ANY TIME
AFTER THE CLOSING DATE ANY FURTHER ACTION IS NECESSARY OR DESIRABLE TO SECURE
THE APPROVALS FROM ANY AND ALL GOVERNMENTAL ANTITRUST AUTHORITIES NECESSARY TO
CARRY OUT THE PURPOSES OF THIS AGREEMENT, THE PROPER OFFICERS AND/OR DIRECTORS
OF THE PARTIES SHALL USE THEIR REASONABLE BEST EFFORTS TO TAKE OR CAUSE TO BE
TAKEN ALL SUCH NECESSARY ACTION.
THE SELLER AND THE BUYER AGREE TO OFFER THE
OTHER PARTY, IF POSSIBLE, A REASONABLE OPPORTUNITY TO PARTICIPATE IN ALL
TELEPHONIC CALLS AND ALL MEETINGS WITH A GOVERNMENTAL ANTITRUST AUTHORITY
RELATING IN ANY WAY TO THE REVIEW OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT BY ANY GOVERNMENTAL ANTITRUST AUTHORITY.
(C)
WITHOUT LIMITING THE GENERALITY OF THE
UNDERTAKINGS AND SUBSECTIONS (A) AND (B) OF THIS SECTION 5.3, THE SELLER AND THE
BUYER AGREE TO TAKE OR CAUSE TO BE TAKEN THE FOLLOWING ACTIONS PRIOR TO ANY
TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS:
(I) TO USE THEIR
REASONABLE BEST EFFORTS TO PROVIDE AS PROMPTLY AS PRACTICABLE INFORMATION AND
DOCUMENTS REQUESTED BY ANY GOVERNMENTAL ANTITRUST AUTHORITY NECESSARY, PROPER OR
ADVISABLE TO PERMIT
41
consummation of the transactions contemplated by this Agreement and (ii) take
promptly, if any permanent or preliminary injunction or other order is entered
or becomes reasonably foreseeable to be entered in any proceeding that would
make consummation of the transactions contemplated by this Agreement in
accordance with the terms of this Agreement unlawful or that would prevent or
delay consummation of any such transactions, any and all steps (including the
appeal thereof or the posting of a bond) which are necessary to vacate, modify
or suspend such injunction or order so as to permit such consummation on a
schedule as close as possible to that contemplated by this Agreement.
Notwithstanding the foregoing, the Buyer shall not be required to take any