COMPETITION BUREAU OR ANY
REPRESENTATIVE THEREOF OR THE INVESTMENT REVIEW DIVISION OF INDUSTRY CANADA OR
ANY REPRESENTATIVE THEREOF, GIVES THE OTHER PARTY THE OPPORTUNITY TO ATTEND AND
PARTICIPATE THEREAT; AND IF THAT PARTICIPATION IS EITHER DECLINED OR NOT
PERMITTED, TO FURNISH PROMPTLY THEREAFTER A MEMORANDUM SETTING FORTH THE
MATERIAL TERMS OF THAT MEETING OR THOSE DISCUSSIONS; AND
(III)
FURNISH THE OTHER PARTY IN ADVANCE WITH COPIES OF ALL
CORRESPONDENCE, FILINGS AND COMMUNICATIONS BETWEEN THEM AND THEIR AFFILIATES AND
THEIR RESPECTIVE
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REPRESENTATIVES, ON THE ONE HAND, AND THE CANADIAN COMPETITION BUREAU OR ANY
REPRESENTATIVE THEREOF OR THE INVESTMENT REVIEW DIVISION OF INDUSTRY CANADA OR
MEMBERS OF ITS STAFF, ON THE OTHER HAND, WITH RESPECT TO THIS AGREEMENT AND THE
PURCHASE AND PROVIDE THE OTHER PARTY A REASONABLE OPPORTUNITY TO COMMENT THEREON
AND AGREES TO CONSIDER THOSE COMMENTS IN GOOD FAITH;
(C)
PURCHASER SHALL ADVISE VENDOR PROMPTLY IN ADVANCE OF ANY
UNDERSTANDINGS, UNDERTAKINGS OR AGREEMENTS WHICH PURCHASER AND THE CORPORATION
PROPOSE TO MAKE OR ENTER INTO WITH THE CANADIAN COMPETITION BUREAU OR THE
INVESTMENT REVIEW DIVISION OF INDUSTRY CANADA IN CONNECTION WITH THE PURCHASE;
AND
(D)
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 9.9,
PURCHASER AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ANY
AUTHORIZATION OF ANY GOVERNMENT AUTHORITY (INCLUDING THE INVESTMENT CANADA
APPROVAL) NECESSARY TO ENABLE THE PARTIES TO CONSUMMATE THE PURCHASE AS SOON AS
PRACTICABLE, BUT IN ANY EVENT NO LATER THAN THE OUTSIDE DATE, INCLUDING
COMMITTING TO UNDERTAKINGS UNDER THE INVESTMENT CANADA ACT AND/OR REGISTRATION
OF A CONSENT AGREEMENT UNDER THE COMPETITION ACT, ON TERMS AND CONDITIONS
(INCLUDING SUCH UNDERTAKINGS AND CONSENT AGREEMENT, IF ANY) WHICH WILL NOT CAUSE
A MATERIAL ADVERSE EFFECT.
9.10
ASSIGNMENT OF CONFIDENTIALITY AGREEMENTS
Vendor shall assign to Purchaser and, to the extent necessary shall cause the
Corporation to assign to Purchaser, at or prior to, and with effect from and
after, the Closing Time, all of its respective rights under any confidentiality
agreements relating to the Corporation with third parties, but only to the
extent that those agreements permit those assignments without consent.
To the
extent those agreements do not permit assignments without consent, at
Purchaser's request and at Purchaser's expense, provided that Vendor receives an
indemnity from Purchaser in form and substance satisfactory to Vendor in its
sole discretion, Vendor shall, to the extent permitted by Applicable Law and the
terms of such confidentiality agreements, appoint Purchaser as Vendor's
representative and agent in respect of the confidential information relating to
the Business, the Assets, and the Corporation or the Subsidiaries under those
confidentiality agreements, and any amounts recovered or expenses incurred by
Purchaser or Vendor in connection therewith shall be for the account of
Purchaser.
9.11
INSURANCE
(A)
INSURANCE COVERAGE REQUIRED BY THE CORPORATION AND THE
SUBSIDIARIES IS MAINTAINED AND PROVIDED BY VENDOR OR VENDOR'S AFFILIATES
("VENDOR'S INSURANCE").
PURCHASER ACKNOWLEDGES THAT, FROM AND AFTER THE
CLOSING, THE CORPORATION AND THE SUBSIDIARIES WILL NO LONGER HAVE THE BENEFIT OF
THE VENDOR'S INSURANCE.
VENDOR WILL REFUND TO THE CORPORATION AN AMOUNT EQUAL