(C)
TO THE EXTENT ANY OF THE APPROVALS,
CONSENTS OR WAIVERS NECESSARY TO CONVEY ANY SELLER CONTRACT OR GOVERNMENTAL
AUTHORIZATION TO BUYER HAVE NOT BEEN OBTAINED BY ANY SELLER AS OF THE CLOSING OR
TO THE EXTENT ANY SELLER CONTRACT OR GOVERNMENTAL AUTHORIZATION CANNOT BE
TRANSFERRED TO BUYER BY THE CLOSING, THEN BUYER AND SUCH SELLER SHALL ENTER INTO
A SUBCONTRACT WITH RESPECT TO ANY SUCH SELLER CONTRACT, AND SUCH SELLER SHALL,
DURING THE REMAINING TERM OF SUCH SELLER CONTRACT OR GOVERNMENTAL AUTHORIZATION,
USE COMMERCIALLY REASONABLE EFFORTS, TO (I) AT THE REQUEST OF BUYER, COOPERATE
WITH BUYER TO OBTAIN THE CONSENT OF ANY SUCH THIRD PARTY; PROVIDED, HOWEVER,
THAT NEITHER SUCH SELLER NOR BUYER SHALL BE OBLIGATED TO OFFER OR PAY ANY
CONSIDERATION TO ANY PERSON, (II) AT THE REQUEST OF BUYER, COOPERATE WITH BUYER
IN ANY REASONABLE AND LAWFUL ARRANGEMENTS DESIGNED TO PROVIDE THE BENEFITS OF
SUCH SELLER CONTRACT OR GOVERNMENTAL AUTHORIZATION TO BUYER, (III) AS IT
PERTAINS TO SELLER CONTRACTS, ENFORCE, AT THE REQUEST OF BUYER AND AT THE
EXPENSE AND FOR THE ACCOUNT OF BUYER, ANY RIGHTS OF SUCH SELLER ARISING FROM
SUCH SELLER CONTRACT AGAINST THE ISSUER THEREOF OR THE OTHER PARTY OR PARTIES
THERETO (INCLUDING THE RIGHTS TO ELECT TO TERMINATE ANY SUCH SELLER CONTRACT IN
ACCORDANCE WITH THE TERMS THEREOF UPON THE REQUEST OF BUYER); AND (IV) AS IT
PERTAINS TO GOVERNMENTAL AUTHORIZATION, AT THE REQUEST AND EXPENSE OF BUYER,
APPLY FOR ANY NECESSARY RENEWALS OR EXTENSIONS THEREOF.
TO THE EXTENT THAT ANY
SELLER ENTERS INTO LAWFUL ARRANGEMENTS SATISFACTORY TO BUYER IN ITS SOLE
DISCRETION DESIGNED TO PROVIDE THE BENEFITS OF ANY SUCH SELLER CONTRACT OR
GOVERNMENTAL AUTHORIZATION TO BUYER AS SET FORTH IN CLAUSES (I) THROUGH (IV)
ABOVE, SUCH SELLER CONTRACT OR GOVERNMENTAL AUTHORIZATION SHALL BE DEEMED TO
HAVE BEEN CONVEYED TO BUYER FOR THE PURPOSES OF THIS AGREEMENT.
10.8
SUPPORT
(A)
FROM AND AFTER THE CLOSING, IN THE EVENT
AND FOR SO LONG AS ANY SELLER ACTIVELY IS CONTESTING OR DEFENDING AGAINST ANY
ACTION, SUIT, PROCEEDING, HEARING, INVESTIGATION, CHARGE, COMPLAINT, CLAIM, OR
DEMAND IN CONNECTION WITH (I) ANY TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT
OR (II) ANY FACT, SITUATION, CIRCUMSTANCES, STATUS, CONDITION, ACTIVITY,
PRACTICE, PLAN,
58
OCCURRENCE, EVENT, INCIDENT, ACTION, FAILURE TO ACT, OR TRANSACTION RELATING TO
THE BUSINESS (INCLUDING ANY MATTER DISCLOSED IN SECTION 3.15(A), (B) OR (C) OF
THE SELLER DISCLOSURE LETTER) OR TO THE DES BUSINESS (INCLUDING DURING SUCH
PERIOD PRIOR TO CLOSING), BUYER WILL COOPERATE REASONABLY WITH SELLERS AND
SELLERS' COUNSEL IN THE CONTEST OR DEFENSE, MAKE AVAILABLE THEIR PERSONNEL, AND
PROVIDE SUCH TESTIMONY AND ACCESS TO THEIR BOOKS AND RECORDS AS SHALL BE
REASONABLY REQUESTED IN CONNECTION WITH THE CONTEST OR DEFENSE, ALL AT THE
REASONABLE OUT-OF-POCKET EXPENSE OF SELLERS (UNLESS SELLERS ARE ENTITLED TO
INDEMNIFICATION THEREFOR HEREUNDER).
THIS SECTION 10.8(A) IS NOT INTENDED TO
ALTER APPLICABLE DISCOVERY PROCEDURES IN CONNECTION WITH ANY LITIGATION BETWEEN
OR AMONG THE PARTIES HERETO.
(B)
WITHOUT LIMITING SECTION 10.8(A), AND IN
RECOGNITION OF THE FACT THAT SELLERS ARE RETAINING THE OPERATIONS