FILINGS.
(C)
SELLER SHALL OBTAIN, PRIOR TO CLOSING, ALL
CONSENTS REQUIRED IN CONJUNCTION WITH THE REAL ESTATE AGREEMENTS AT NO COST TO
BUYER OR SHALL DELIVER THE BENEFIT OF THE REAL ESTATE AGREEMENTS TO BUYER AT THE
CLOSING AND REMAIN RESPONSIBLE FOR SUCH CONSENTS (AND ANY RISKS ASSOCIATED WITH
THE FAILURE TO OBTAIN SUCH CONSENTS) POST-CLOSING (AND SHALL INDEMNIFY BUYER
THEREFROM).
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SECTION 5.4
REASONABLE EFFORTS
(A)
EACH MEMBER OF THE SELLER GROUP AND BUYER
SHALL COOPERATE, AND USE ITS REASONABLE COMMERCIAL EFFORTS TO TAKE, OR CAUSE TO
BE TAKEN, ALL ACTIONS, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS NECESSARY,
PROPER OR ADVISABLE UNDER APPLICABLE LAW TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(B)
AS SOON AS PRACTICABLE AFTER THE DATE
HEREOF, SELLER SHALL, AT ITS EXPENSE (EXCEPT AS SET FORTH BELOW), CAUSE TO BE
PREPARED ALL FINANCIAL INFORMATION OF THE BUSINESS REQUIRED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") TO BE FILED BY BUYER FOLLOWING
THE CLOSING AS PART OF A CURRENT REPORT ON FORM 8-K (THE "FORM 8-K") (INCLUDING
THE PREPARATION OF AUDITED FINANCIAL STATEMENTS, IF NECESSARY) AND THE PRO FORMA
FINANCIAL INFORMATION OF THE BUSINESS WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (THE "AUDITED AND OTHER REQUIRED FINANCIAL
INFORMATION").
THE COST OF PREPARATION OF ANY REQUIRED AUDITED FINANCIAL
STATEMENTS SHALL BE BORNE BY THE SELLER; PROVIDED, HOWEVER, THAT TO THE EXTENT
THE COST OF PREPARATION OF SUCH AUDITED FINANCIAL STATEMENTS EXCEEDS $500,000,
SELLER AND BUYER SHALL SPLIT ANY SUCH EXCESS COSTS UP TO $1,500,000, SUCH THAT
BUYER SHALL BE RESPONSIBLE FOR UP TO A MAXIMUM OF $500,000 IN COSTS ASSOCIATED
WITH SUCH AUDIT.
ANY COSTS BEYOND $1,500,000 SHALL BE BORNE BY SELLER.
SELLER
HEREBY REPRESENTS THAT ALL THE INFORMATION NECESSARY TO PERMIT BUYER TO COMPLY
WITH ITS OBLIGATIONS PURSUANT TO FORM 8-K WILL BE MADE AVAILABLE IN A TIMELY
MANNER TO ENABLE BUYER TO SATISFY ITS PUBLIC REPORTING OBLIGATIONS UNDER
APPLICABLE LAW.
(C)
BUYER AND SELLER SHALL COOPERATE AND USE
GOOD FAITH EFFORTS TO PROMPTLY OBTAIN A WAIVER FROM THE SEC LIMITING THE TIME
PERIOD AND SCOPE OF THE AUDIT SET FORTH IN SUBSECTION (B) ABOVE. BUYER AND
SELLER SHALL AGREE UPON THE FORM OF REQUEST TO BE SUBMITTED TO THE SEC.
(D)
BUYER AND ITS ADVISORS WILL APPRISE SELLER
OF ANY CONCERNS REGARDING THE CONDUCT, SCOPE OR OUTCOME OF THE AUDIT REQUIRED
PURSUANT TO SUBSECTION (B) ABOVE THAT THEY HAVE AS OF THE DATE HEREOF WITHIN
FIVE BUSINESS DAYS OF THE DATE HEREOF.
SECTION 5.5
PUBLIC ANNOUNCEMENTS
Following the execution hereof, each of Buyer and Seller will consult with each
other regarding the language of and issue a press release or press releases
disclosing such action.
Thereafter, prior to the Closing, except as otherwise
agreed to by the parties, no party shall issue any report, statement or press
release or otherwise make any public statements with respect to this Agreement
and the transactions contemplated hereby, except (i) to the extent reasonably
required in connection with the