Common use of REQUESTED RELIEF Clause in Contracts

REQUESTED RELIEF. Promptly, and in any event, within ten (10) days of the date hereof, the Buyer shall prepare and submit to the Chief Accountant of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) a request (“Buyer’s Request Letter”) for a letter from the SEC staff expressing no objection to the Buyer’s use of the Abbreviated Financial Statements for purposes of Rule 3-05 of Regulation S-X (such letter expressing no objection, the “Requested Relief”). The Buyer shall provide the Seller and its designated Representatives with a reasonable opportunity to comment on the Buyer’s Request Letter and shall consider in good faith all comments provided to the Buyer in connection with such review. Each of the Parties shall (i) use commercially reasonable efforts to obtain (and in the case of the Seller, to assist the Buyer in obtaining) the Requested Relief and (ii) make any further information submissions pursuant to the SEC’s consideration of the Buyer’s Request Letter that may be reasonably necessary or advisable. Each of the Parties shall use commercially reasonable efforts to resolve any objections that may be asserted by the SEC with respect to the Requested Relief; provided that neither Party shall be required to initiate any Action in pursuit of the Requested Relief; and provided further that Buyer shall not be required to agree to any condition to the receipt of the Requested Relief that would reasonably be expected to significantly increase Buyer’s costs of preparing its public SEC reports. Each of the Parties shall promptly inform each other of any material communication received by such Party from the SEC regarding the Requested Relief (unless the provision of such information would (i) violate the provisions of any applicable laws or regulations or any confidentiality agreement or (ii) cause the loss of the attorney-client privilege with respect thereto).