TO THE
BUSINESS OF THE COMPANIES THAT IS BROUGHT AGAINST ANY SELLER OR ANY OF THEIR
AFFILIATES AT ANY TIME AFTER THE CLOSING; PROVIDED THAT SELLERS SHALL REIMBURSE
PURCHASER FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY
PURCHASER IN CONNECTION WITH ANY SUCH REQUEST.
SECTION 6.2.
Confidentiality.
Purchaser acknowledges and agrees that all information received from or on
behalf of any Seller or any of the Companies in connection with the Transactions
shall be deemed received
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pursuant to the confidentiality agreement, dated as of June 8, 2007, between
Consolidated Theatres, LLC and Regal Entertainment Group (the "Confidentiality
Agreement") and Purchaser shall, and shall cause its officers, directors,
employees, Affiliates, financial advisors and agents, to comply with the
provisions of the Confidentiality Agreement with respect to such information and
the provisions of the Confidentiality Agreement are hereby incorporated herein
by reference with the same effect as if fully set forth herein.
SECTION 6.3.
Further Action; Efforts Regarding Closing.
(A)
EACH PARTY SHALL USE ITS BEST 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 PARTY IN DOING, ALL THINGS NECESSARY OR ADVISABLE UNDER APPLICABLE LAWS
(INCLUDING THE HSR ACT) TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS AND TO
CAUSE THE CONDITIONS TO THE TRANSACTIONS SET FORTH IN SECTION 7.1 TO BE
SATISFIED, INCLUDING: (I) OBTAINING ALL NECESSARY ACTIONS OR NONACTIONS,
CONSENTS AND APPROVALS FROM GOVERNMENTAL ENTITIES OR OTHER PERSONS THAT ARE
NECESSARY IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS; (II) MAKING
ALL NECESSARY REGISTRATIONS AND FILINGS AND TAKING ALL REASONABLE STEPS AS MAY
BE NECESSARY TO OBTAIN AN APPROVAL FROM, OR TO AVOID AN ACTION OR PROCEEDING BY,
ANY GOVERNMENTAL ENTITY OR OTHER PERSON THAT IS NECESSARY IN CONNECTION WITH THE
CONSUMMATION OF THE TRANSACTIONS; (III) DEFENDING ANY LAWSUITS OR OTHER LEGAL
PROCEEDINGS, WHETHER JUDICIAL OR ADMINISTRATIVE, THAT CHALLENGE THIS AGREEMENT
OR THE CONSUMMATION OF THE TRANSACTIONS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, INCLUDING SEEKING TO HAVE ANY STAY OR TEMPORARY RESTRAINING ORDER
ENTERED BY ANY COURT OR OTHER GOVERNMENTAL ENTITY VACATED OR REVERSED;
(IV) EXECUTING AND DELIVERING ANY ADDITIONAL INSTRUMENTS NECESSARY TO CONSUMMATE
THE TRANSACTIONS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND TO FULLY
CARRY OUT THE PURPOSES OF THIS AGREEMENT; AND (V) OBTAINING NECESSARY APPROVALS
UNDER ANY LAW OR CONTRACT THAT MAY BE REQUIRED IN CONNECTION WITH ANY
DIVESTITURE.
(B)
EACH OF SELLERS AND PURCHASER UNDERTAKES AND AGREES TO FILE OR CAUSE TO BE
FILED WITHIN TEN (10) BUSINESS DAYS AFTER THE DATE OF THIS AGREEMENT A
NOTIFICATION AND REPORT FORM WITH RESPECT TO THE TRANSACTIONS UNDER THE HSR ACT
WITH THE UNITED STATES FEDERAL TRADE COMMISSION (THE "FTC") AND THE ANTITRUST
DIVISION OF THE UNITED STATES DEPARTMENT OF JUSTICE (THE "ANTITRUST DIVISION").
PURCHASER SHALL BE RESPONSIBLE FOR ALL FILING FEES UNDER THE HSR ACT AND SHALL
PROMPTLY REIMBURSE SELLERS AND THEIR AFFILIATES FOR ANY AND ALL SUCH FILING
FEES.
EACH PARTY SHALL REQUEST