Form Apa - Asset Purchase Agreement Page 22
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6.3
Access to Information
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In the event Seller provides Buyer with access to the Corporate Office or any
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other facilities of Seller or its Affiliates prior to the Closing Date, which access may be
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granted at Seller's sole discretion, Buyer shall indemnify Seller and its Affiliates, and
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hold them harmless from and against any and all damages arising out of or resulting from
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such access.
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6.4
Consents and Efforts
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Buyer will, as soon as practicable, commence to take all action required to obtain
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all Permits, consents, clearances, approvals and agreements of, and to give all notices and
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make all other filings with, any third parties, including governmental authorities,
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necessary to authorize, approve or permit the full and complete sale, conveyance,
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assignment or transfer of the Purchased Assets and the Leased Equipment. In addition,
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subject to the terms and conditions herein provided, each of the parties hereto covenants
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and agrees to use commercially reasonable efforts to take, or cause to be taken, all action
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or do, or cause to be done, all things necessary, proper or advisable under applicable laws
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and regulations to consummate and make effective the transactions contemplated hereby
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and to cause the fulfillment of the parties' obligations hereunder; it being understood that
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the obtaining of all requested Permits, clearances, consents and approvals (including,
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without limitation, consents or approvals of lessors under Equipment Leases to transfer
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Leased Equipment to Buyer) is not a condition to any party's obligation to consummate
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the transactions contemplated by this Agreement.
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6.5
Conduct of Business
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From the date hereof through the Closing, Seller shall, except as contemplated by
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this Agreement, or as consented to by Buyer in writing, use commercially reasonable
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efforts to operate the Business in a manner consistent with its ordinary course and
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substantially in accordance with past practice and will not take any action inconsistent
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with this Agreement or with the consummation of the Closing. Without limiting the
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generality of the foregoing, Seller shall not, except as specifically contemplated by this
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Agreement or as consented to by Buyer in writing:
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(a)
sell, assign, transfer, convey, lease, mortgage, pledge or otherwise
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dispose of or encumber any of the Purchased Assets, or any interests therein, except in
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the ordinary course of business;
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(b)
enter into, extend, materially modify, terminate or renew any
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Assumed Agreement, except in the ordinary course of business; or
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(c)
enter into any agreement, or otherwise become obligated, to do any
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action prohibited hereunder.
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Form APA.doc
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