Assignment 6 - Covenants - Class 6: Covenant Assignment...

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Group D 5. COVENANTS OF SELLERS PRIOR TO CLOSING DATE 5.4 REQUIRED APPROVALS [ As promptly as practicable Immediately pursuant to afte r the date of this Agreement] , Sellers will, and will cause Royal Palm to, make all filings required by law to be made by them in order to consummate the transactions contemplated by this Agreement (including all anti-trust filings under the HSR Act excluding any of the Buyers Covenants outlined in section 6 ). Between the date of this Agreement and the Closing Date, Sellers will, and will cause Royal Palm to, (a) cooperate with Buyer with respect to all filings that Buyer elects to make or is required by law t o make in connection with the transactions contemplated by this Agreement. , and (b) cooperate with Buyer in obtaining obtain all consents identified in Schedule 5.4 1 (including taking all actions requested by Buyer to cause early termination of any applicable anti-trust waiting period under the HSR Act), unless otherwise agreed to be obtained by Buyer . 5.8 [ BEST ] EFFORTS Between the date of this Agreement and the Closing Date, Sellers will use [ their best efforts] [commercially reasonable efforts] [reasonable efforts] to cause the conditions in Sections 7 and 8 2 to be satisfied. For purposes of this Section 5.8, the “best efforts” shall require (i) the Sellers to agree to any prohibition, limitation, divestiture or other requirement that would result in divestitures of assets worth less than $ 3 1 0 0,000 aggregate . 5.9 EXCLUSIVITY Sellers shall not negotiate any merger or acquisition transactions with any p ersons or entities other than the Sellers Buyers for a period of 90 days from the date of this Agreement . 5.10 CONFIDENTIALITY
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This note was uploaded on 11/28/2009 for the course LAW 7591 at Cornell University (Engineering School).

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Assignment 6 - Covenants - Class 6: Covenant Assignment...

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