Form Apa - Asset Purchase Agreement Page 21
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5.5
Financing
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Buyer has the financial resources necessary to enable it to consummate the
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transactions contemplated by this Agreement on a timely basis.
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5.6
No Brokers
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Neither Buyer nor any of its officers, directors, employees, shareholders or
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Affiliates has employed or made any agreement with any broker, finder or similar agent
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or any person or firm which will result in any obligation of Seller or any of its Affiliates
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to pay any finder's fee, brokerage fees or commission or similar payment in connection
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with the transactions contemplated hereby.
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ARTICLE VI
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COVENANTS OF SELLER AND BUYER
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Seller and Buyer each covenant with the other as follows:
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6.1
Further Assurances
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Upon the terms and subject to the conditions contained herein, the parties to this
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Agreement agree, both before and after the Closing, (i) to use all commercially
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reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be
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done, all things necessary, proper or advisable to consummate and make effective the
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transactions contemplated by this Agreement and the Ancillary Agreements, (ii) to
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execute any documents, instruments or conveyances of any kind which may be
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reasonably necessary or advisable to carry out any of the transactions contemplated
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hereunder or thereunder, and (iii) to cooperate with each other in connection with the
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foregoing. Each party hereto shall promptly inform the other of any material
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communication and requests for information from any governmental authority regarding
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any of the transactions contemplated hereby and shall make, or cause to be made, as soon
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as reasonably practicable and after consultation with the other party, appropriate response
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to any such communication.
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6.2
Notification of Certain Matters
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From the date hereof through the Closing, Seller shall give prompt notice to
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Buyer of, and Buyer shall give prompt notice to Seller of (a) the occurrence, or failure to
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occur, of any event which occurrence or failure would be likely to cause any
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representation or warranty contained in this Agreement or any Ancillary Agreement, or in
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any exhibit or schedule hereto or thereto, to be untrue or inaccurate in any material
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respect and (b) any material failure of Seller, on the one hand, and Buyer on the other, to
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comply with or satisfy any covenant, condition or agreement to be complied with or
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satisfied by it under this Agreement or any Ancillary Agreement, or any exhibit or
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schedule hereto or thereto, and each party shall use all commercially reasonable efforts to
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remedy the same.
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Form APA.doc
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