AUSTRALIA BUYER WILL GIVE, AND SELLERS SHALL USE REASONABLE BEST EFFORTS TO
CAUSE TIWEST TO GIVE, ANY NOTICES TO, MAKE ANY FILINGS WITH, AND USE ITS
REASONABLE BEST EFFORTS TO OBTAIN, AND SELLERS SHALL USE REASONABLE BEST EFFORTS
TO CAUSE TIWEST TO OBTAIN, ANY AUTHORIZATIONS, CONSENTS, AND APPROVALS OF
GOVERNMENTAL ENTITIES (A) REFERRED TO IN SECTION 5(B)(III) OF THE DISCLOSURE
SCHEDULE OR (B) AS ARE OTHERWISE NECESSARY TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY (OTHER THAN MATTERS RELATED TO THE HSR ACT OR ANY OTHER
COMPETITION/INVESTMENT LAWS OR FILINGS WITH THE BANKRUPTCY COURT WHICH, IN EACH
CASE, ARE EXCLUSIVELY GOVERNED BY SECTIONS 5(B)(IV) THROUGH (VI) AND
SECTION 5(C)).
WITH RESPECT TO SELLERS' AND BUYER'S OBLIGATIONS IN CLAUSE
(B) OF THE PRECEDING SENTENCE, THE PARTIES WILL REASONABLY COOPERATE WITH ONE
ANOTHER (1) IN PROMPTLY DETERMINING WHETHER ANY FILINGS ARE REQUIRED TO BE OR
SHOULD BE MADE OR CONSENTS, APPROVALS, PERMITS OR AUTHORIZATIONS ARE REQUIRED TO
BE OR SHOULD BE OBTAINED UNDER ANY OTHER FEDERAL, STATE OR FOREIGN LAW IN
ADDITION TO THOSE CONTEMPLATED BY SECTION 5(B)(IV) OF THIS AGREEMENT AND (2) IN
PROMPTLY MAKING ANY SUCH FILINGS, FURNISHING INFORMATION REQUIRED IN CONNECTION
THEREWITH AND SEEKING TO OBTAIN TIMELY ANY SUCH CONSENTS, PERMITS,
AUTHORIZATIONS, APPROVALS OR WAIVERS.
(IV)
THE PARTIES AND GUARANTOR SHALL (A) MAKE OR
CAUSE TO BE MADE ALL FILINGS REQUIRED OF EACH OF THEM OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES OR AFFILIATES UNDER THE HSR ACT WITH RESPECT TO THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY WITHIN TEN BUSINESS DAYS FOLLOWING THE
ENTRY OF THE BIDDING PROCEDURES ORDER AND MAKE OTHER REQUIRED FILINGS PURSUANT
TO THE COMPETITION/INVESTMENT LAWS LISTED ON SECTION 5(B)(IV) OF THE DISCLOSURE
SCHEDULE WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS
65
CONTEMPLATED HEREBY AS PROMPTLY AS PRACTICABLE AFTER ENTRY OF THE BIDDING
PROCEDURES ORDER AND (B) SUPPLY ANY ADDITIONAL INFORMATION AND DOCUMENTARY
MATERIALS THAT MAY BE REQUESTED FROM THE UNITED STATES FEDERAL TRADE COMMISSION
(THE "FTC"), THE ANTITRUST DIVISION OF THE UNITED STATES DEPARTMENT OF JUSTICE
(THE "ANTITRUST DIVISION") OR ANY OTHER GOVERNMENTAL ENTITY PURSUANT TO THE HSR
ACT OR OTHER COMPETITION/INVESTMENT LAWS, AND TO USE ITS REASONABLE BEST EFFORTS
TO TAKE OR CAUSE TO BE TAKEN ALL ACTIONS NECESSARY, PROPER OR ADVISABLE TO CAUSE
THE EXPIRATION OR TERMINATION OF THE APPLICABLE WAITING PERIODS UNDER THE HSR
ACT OR OBTAIN THE RELEVANT APPROVALS UNDER SUCH COMPETITION/INVESTMENT LAWS AS
SOON AS PRACTICABLE AFTER THE ENTRY OF THE SALE ORDER (AND IN ANY EVENT PRIOR TO
THE END DATE). BUYERS SHALL PAY THE FILING FEES REQUIRED UNDER THE HSR ACT AND
ANY APPLICABLE COMPETITION/INVESTMENT LAW IN CONNECTION WITH SUCH FILINGS.
(V)
BUYERS AND GUARANTOR, ON THE ONE HAND, AND
SELLERS, ON THE OTHER HAND, SHALL (A) PROMPTLY NOTIFY THE OTHER PARTY OF ANY
COMMUNICATION TO THAT PARTY FROM ANY GOVERNMENTAL ENTITY IN RESPECT OF ANY
FILING, INVESTIGATION OR INQUIRY CONCERNING THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, (B) IF PRACTICABLE, PERMIT THE OTHER PARTY THE
OPPORTUNITY TO REVIEW IN ADVANCE ALL THE INFORMATION (TO EXCLUDE