REPORT DATED SEPTEMBER 1, 2006, AND THE PRATT & WHITNEY REVISED BORESCOPE
INSPECTION REPORT DATED SEPTEMBER 13, 2006, AND PAY AND OTHERWISE BE FULLY
RESPONSIBLE FOR THE COST OF SUCH REPAIRS (INCLUDING REPAIR WORK IN THE FOLLOWING
AREAS:
THE 3RD, 4TH, 5TH AND 6TH STAGES OF THE LOW PRESSURE COMPRESSOR; THE
7TH, 8TH AND 9TH STAGES OF THE HIGH PRESSURE COMPRESSOR; AND THE TURBINE EXHAUST
CASE); AND
5.03
COOPERATION.
(A) PENDING THE CLOSING DATE, THE PARTIES SHALL
PROCEED WITH ALL REASONABLE DILIGENCE AND USE COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN THE WRITTEN CONSENTS, AUTHORIZATIONS OR APPROVALS REQUIRED FOR THE
CONSUMMATION OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING THE
CONSENTS, AUTHORIZATIONS OR APPROVALS OF ANY THIRD PARTIES REQUIRED TO ASSIGN
THE MATERIAL CONTRACTS AND ASSIGNED PERMITS TO PURCHASER; PROVIDED, HOWEVER,
SELLER SHALL HAVE NO OBLIGATION TO PAY ANY THIRD PERSON A FEE TO OBTAIN ANY SUCH
CONSENT, AUTHORIZATION OR APPROVAL NOT ALREADY PROVIDED FOR BY THE APPLICABLE
AGREEMENT OR LAW.
(B)
FROM THE DATE OF THIS AGREEMENT AND UNTIL THE FIRST TO OCCUR OF
THE CLOSING OR THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS,
UNLESS OTHERWISE AGREED IN WRITING BY THE PARTIES, PURCHASER AND SELLER WILL USE
ALL REASONABLE EFFORTS TO SATISFY THE CONDITIONS TO CLOSING STATED IN ARTICLE IX
AND ARTICLE X.
PURCHASER AND SELLER WILL NOTIFY EACH OTHER OF ANY EVENT THAT
OCCURS, OR CONDITION THAT COMES TO THEIR ATTENTION, THAT MAY DELAY THE CLOSING
OR THAT CONSTITUTES A BREACH OF THEIR RESPECTIVE REPRESENTATIONS, WARRANTIES,
COVENANTS OR AGREEMENTS IN THIS AGREEMENT AND WILL USE ALL REASONABLE EFFORTS TO
MITIGATE ANY SUCH DELAY OR TO CURE ANY SUCH BREACH.
5.04
NO SHOP.
SELLER WILL NOT, AND WILL CAUSE ITS AFFILIATES AND ITS
AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ADVISORS NOT
TO, SOLICIT OFFERS FROM, NEGOTIATE WITH, EXECUTE AGREEMENTS WITH, OR PROVIDE
NON-PUBLIC INFORMATION TO, ANY PARTY OTHER THAN PURCHASER WITH RESPECT TO THE
POSSIBLE SALE OR OTHER DISPOSITION OF THE FACILITY OR THE PURCHASED ASSETS OR
ANY INTEREST THEREIN AND WILL, AND WILL CAUSE ITS AFFILIATES AND ITS AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ADVISORS TO, CEASE ANY
CURRENT DISCUSSIONS WITH ANY PARTY OTHER THAN PURCHASER CONCERNING ANY SUCH SALE
OR OTHER DISPOSITION; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT PRECLUDE
COMMUNICATIONS OR DISCLOSURES NECESSARY TO IMPLEMENT THE PROVISIONS OF THIS
AGREEMENT OR TO COMPLY WITH ACCOUNTING OR SECURITIES AND EXCHANGE COMMISSION
DISCLOSURE OBLIGATIONS OR THE RULES OF ANY STOCK EXCHANGE.
5.05
WORKFORCE.
PENDING CLOSING AND AT TIMES DETERMINED BY SELLER IN
ITS REASONABLE DISCRETION AFTER PRIOR WRITTEN NOTICE FROM PURCHASER TO SELLER OF
PURCHASER'S DESIRE TO INTERVIEW AND/OR MAKE AN OFFER OF EMPLOYMENT TO ONE OR
MORE OF THE EMPLOYEES OF SELLER LISTED ON SCHEDULE 7.13, PURCHASER (OR ANY OF
ITS AFFILIATES OR AGENTS OR CONTRACTORS) MAY (A) INTERVIEW SELLER'S EMPLOYEES
WHO ARE EMPLOYED AT THE FACILITY TO DETERMINE WHETHER PURCHASER (OR ANY OF ITS
AFFILIATES OR AGENTS OR CONTRACTORS) WISHES TO MAKE OFFERS OF EMPLOYMENT TO ANY
SUCH EMPLOYEE(S), AND (B) MAKE