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Agreement on Merger

2.10 Restrictions on Business Activities. (b) The Acquirer and Target will use all reasonable efforts to resolve any objection that may be raised by any government entity with respect to transactions under this Agreement under the Tgv Act, the Sherman Act as amended, the Clayton Act as amended, the Federal Trade Commission Act, as amended, and other federal transactions. state or foreign laws, rules, regulations, ordinances or decrees intended to prohibit, restrict or regulate acts that have the purpose or effect of monopolizing or restricting trade (collectively, the „Antitrust Laws“). In this regard, if any administrative or judicial action or proceeding is initiated (or threatens to be initiated) to contest a transaction contemplated in this Agreement as a violation of any antitrust law, Acquiror and Target will cooperate and make all reasonable efforts to challenge and resist and have annulled such act or proceeding, an order, judgment, injunction or other order, temporary, interim or permanent (each, an „order“) in force that prohibits, prevents or restricts the completion of the merger or any other transaction, unless the Acquirer and Target mutually agree that a dispute is not in their respective interests. The parties shall consult and cooperate with each other and consider in good faith the views of others in the context of analyses, appearances, presentations, memoranda, pleadings, arguments, opinions and proposals made or submitted by or on behalf of a party in proceedings under or in connection with antitrust laws. Notwithstanding the provisions of the preceding sentence immediately, it is expressly understood and agreed that the Purchaser shall have no obligation to negotiate or contest any administrative or judicial action or proceeding or order beyond 30 April 2002. The Acquirer and Target will use all reasonable efforts to take the necessary steps to accommodate the expiration of notice periods under the HSR Act or other antitrust laws with respect to such transactions as soon as possible after the conclusion of this Agreement. 2.11 Permits. Each of Target and each subsidiary is in possession of all franchises, concessions, permits, licenses, permits, easements, deviations, exceptions, consents, certificates, permits and orders required for Target or such subsidiary to own, lease and operate its properties or continue its activities as currently conducted (the „Target Approvals“), and there is no suspension or revocation of a target approval, or threatens target`s knowledge, unless the failure, suspension, or revocation of a Target authorization does not have a significant adverse effect on Target. Neither Target nor any subsidiary conflicts with, defaults on, or violates (i) the laws that apply to Target or any subsidiary or that bind or affect any property or asset of Target or a subsidiary, (ii) any Target authorization, or (iii) any debenture, obligation, mortgage, deed of commitment, contract, agreement, lease, license, approval, franchise or other instruments or obligations in which Target or a subsidiary is involved or by which Target or any subsidiary or property or asset of Target or any subsidiary is related or affected, except for any conflict, omission or breach that would not have a material adverse effect on Target.

(g) Paid Novus List Marketing LLC to pay the earnout payable under this particular asset purchase agreement of and between Target and Novus List Marketing LLC dated May 14, 2001 for the period up to the effective date, and must have received an agreement and authorization in the form and content of Novus List Marketing LLC; which is satisfactory to The Acquirer and its attorney, that Novus List Marketing LLC agrees to pay (or otherwise indemnify) the portion of the earnout relating to the period prior to the effective date and all earnout-based claims relating to the period prior to the effective date. .