INSTRUCT ITS
OFFICERS, DIRECTORS, EMPLOYEES, AND ADVISORS TO KEEP CONFIDENTIAL, ALL
INFORMATION RECEIVED FROM THE OTHER PARTY AS A RESULT OF ANY DUE DILIGENCE
INVESTIGATION CONDUCTED RELATING TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
OTHERWISE, EXCEPT (I) AS REQUIRED BY APPLICABLE SECURITIES OR OTHER LAWS OR
STOCK EXCHANGE RULES OR ADMINISTRATIVE PROCESS, AND (II) FOR INFORMATION THAT IS
OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A BREACH
OF THIS SECTION 5.1 (SUCH INFORMATION, SUBJECT TO CLAUSES (I) AND (II),
"CONFIDENTIAL INFORMATION").
EXCEPT TO THE EXTENT DEEMED NECESSARY OR ADVISABLE
BY COUNSEL TO MAINTAIN COMPLIANCE WITH, OR TO PREVENT VIOLATION OF, APPLICABLE
SECURITIES OR OTHER LAWS OR STOCK EXCHANGE RULES, EACH PARTY SHALL KEEP THE
EXISTENCE OF AND THE PROVISIONS OF THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS CONFIDENTIAL AND SHALL DISCLOSE THEIR CONTENTS ONLY (1) TO THOSE
LENDERS, INVESTORS, PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND
AGENTS WHO NEED TO KNOW SUCH INFORMATION FOR PURPOSES OF ITS BUSINESSES AND THE
TRANSACTIONS CONTEMPLATED HEREBY, AND (2) TO GOVERNMENTAL AUTHORITIES AND OTHER
PERSONS FOR PURPOSES OF OBTAINING APPROVALS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY.
ALL CONFIDENTIAL INFORMATION SHALL BE TREATED AS
INFORMATION COVERED BY THE CONFIDENTIALITY AGREEMENT, WHICH SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL NOT BE MODIFIED OR SUPERSEDED IN ANY WAY BY THIS
AGREEMENT.
SECTION 5.2
EXPENSES; TRANSFER TAXES; TAX COOPERATION.
EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED HEREIN, ALL COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE PAID BY THE PARTY
INCURRING SUCH EXPENSE.
SUMITOMO SHALL PAY ALL COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THE FORMATION OF NEW SWEDEN 1 AND NEW SWEDEN 2.
FOR THE
AVOIDANCE OF DOUBT, THE PARTIES AGREE THAT SUCH COSTS AND EXPENSES SHALL EXCLUDE
ANY TAXES.
SUMITOMO SHALL PAY ALL TRANSFER, DOCUMENTARY, SALES, USE, STAMP,
REGISTRATION AND OTHER SIMILAR TAXES AND FEES (INCLUDING ANY MONETARY
ADJUSTMENTS, PENALTIES AND INTEREST), BUT EXCLUDING ANY OTHER TAXES SUCH AS
INCOME, PROFITS, EXCISE, FRANCHISE OR WITHHOLDING TAXES, INCURRED ON THE
TRANSFER BY APEX SWEDEN TO SUMITOMO OF THE NEW SWEDEN 1 ACQUIRED SHARES AND THE
NEW SWEDEN 2 ACQUIRED SHARES.
40
SECTION 5.3
FURTHER ASSURANCES.
(A)
FROM TIME TO TIME, AS AND WHEN REQUESTED BY ANY PARTY, THE OTHER
PARTIES SHALL EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, ALL
SUCH DOCUMENTS AND INSTRUMENTS, AND SHALL TAKE, OR CAUSE TO BE TAKEN, ALL SUCH
FURTHER OR OTHER ACTIONS, AS THE REQUESTING PARTY MAY REASONABLY DEEM NECESSARY
OR DESIRABLE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
INCLUDING EXECUTING AND DELIVERING SUCH ASSIGNMENTS, CONSENTS, AND OTHER
INSTRUMENTS THE REQUESTING PARTY MAY REASONABLY REQUEST AS NECESSARY OR
DESIRABLE FOR SUCH PURPOSE.
(B)
(I) THE PARTIES SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN THE CONSENT AND APPROVAL OF THOSE PERSONS UNDER THE TRANSMISSION LINE
LOAN DOCUMENTS, THE FINANCING DOCUMENTS, AND THE NEW AND AMENDED