Common use of Acquisition Documents Clause in Contracts

Acquisition Documents. Borrower shall fully perform all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have any adverse effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents for an amount in excess of $1,000,000, and shall diligently pursue such right and promptly report to Administrative Agent on all further developments with respect thereto. Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if there is an Existing Default, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

Acquisition Documents. Borrower shall fully perform in all material respects all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunder, in each case thereunder as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have any adverse effect a Material Adverse Effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall not, without Administrative Agent's prior written consent, modify, amend, supplement, compromise, satisfy, release or discharge any material provision of the Acquisition Documents, any material collateral securing the same, any Person liable directly or indirectly with respect thereto, or any material agreement relating to the Acquisition Documents or the collateral therefor. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents for an amount to the extent such claims in excess of the aggregate exceed $1,000,000100,000.00, and shall diligently pursue such right and promptly report to Administrative Agent on all further developments with respect thereto. If an Event of Default then exists, Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if there is an Existing DefaultEvent of Default then exists, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgmentdetermines. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

Acquisition Documents. Borrower shall fully perform The Lenders have received true and complete copies of (including all of its obligations under schedules and exhibits delivered in connection therewith), each Acquisition Document and all Acquisition Documents, amendments to any such documents and shall enforce all of its rights and remedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action other side letters or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunderagreements affecting the terms thereof. Without limiting the generality None of the foregoingAcquisition Documents has been amended or supplemented, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would nor have any adverse effect uponof the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the full enforcement Lenders. All of all indemnification rights the transactions contemplated to occur under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware Documents on or before the Closing Date (the “Acquisition Closing Transactions”) have been consummated pursuant to the terms thereof, of any event or fact which could give rise no party to a claim by it for indemnification under any of the Acquisition Documents for an amount in excess has waived the fulfillment of $1,000,000any material condition precedent set forth therein, without Agent’s written consent, and shall diligently pursue such right and promptly report no party has failed to Administrative Agent on all further developments with respect theretoperform any of its material obligations thereunder. Borrower shall remit directly to Administrative AgentAt the time of consummation thereof, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition DocumentsClosing Transaction shall have been consummated in all material respects in accordance with all applicable laws. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any At the time of consummation of the Acquisition DocumentsClosing Transaction, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities required in order to make or if there is an Existing Defaultconsummate the Acquisition Closing Transaction will have been obtained, then Administrative Agent may directly enforce such right given, filed or taken and are or will be in its own full force and effect (or Borrower's name and may enter into such settlements or other agreements effective judicial relief with respect thereto as Administrative Agent determines in its reasonable judgmenthas been obtained). Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights All applicable waiting periods with respect thereto have or, prior to the Collateral shall time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not release Borrower from exist any of such duties judgment, order or obligationsinjunction prohibiting or imposing material adverse conditions upon the Transaction. Administrative Agent shall not be obligated All actions taken by the Credit Parties pursuant to perform or fulfill any of Borrower's duties or obligations under any in furtherance of the Acquisition Documents or to make any payment thereunderClosing Transaction have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, or to make any inquiry as to the sufficiency knowledge of any payment or property received Credit Party, each of the representations and warranties contained in the Acquisition Documents made by it thereunder or the sufficiency of performance by Persons other than any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment Credit Party is true and correct in all material respects (without duplication of any amounts, or any delivery of any propertymateriality qualifiers contained therein).

Acquisition Documents. Borrower shall fully perform The Lenders have received true and complete copies of (including all schedules and exhibits delivered in connection therewith), each Fidelity Acquisition Document and all amendments to any such documents and other side letters or agreements affecting the terms thereof. None of its obligations the Fidelity Acquisition Documents has been amended or supplemented, nor have any of the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the Lenders. All of the transactions contemplated to occur under all the Fidelity Acquisition DocumentsDocuments on or before the Closing Date (the “Acquisition Closing Transactions”) have been consummated pursuant to the terms thereof, and shall enforce all no party to any of its rights and remedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss the Fidelity Acquisition Documents has waived the fulfillment of any material right or remedy condition precedent set forth therein and no party has failed to perform any of Borrower its material obligations thereunder. Without limiting At the generality time of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have any adverse effect uponconsummation thereof, the full enforcement Acquisition Closing Transactions shall have been consummated in all material respects in accordance with all applicable laws. At the time of all indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any consummation of the Acquisition Documents for an amount in excess of $1,000,000Closing Transactions, all necessary material consents and approvals of, and shall diligently pursue such right filings and promptly report registrations with, and all other actions in respect of, all Governmental Authorities required in order to Administrative Agent on all further developments make or consummate the Acquisition Closing Transactions will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect theretothereto has been obtained). Borrower shall remit directly to Administrative AgentAll applicable waiting periods with respect thereto have or, for application prior to the Loan Obligations time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not exist any judgment, order as Administrative Agent determines, all amounts received or injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by Borrower as indemnification or otherwise the Credit Parties pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any or in furtherance of the Acquisition DocumentsClosing Transactions have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, or if there is an Existing Default, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding to the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise knowledge of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any Credit Party, each of the representations and warranties contained in the Fidelity Acquisition Documents or to make made by Persons other than any payment thereunder, or to make any inquiry as to the sufficiency Credit Party is true and correct in all material respects (without duplication of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any propertymateriality qualifiers contained therein).

Acquisition Documents. Borrower shall fully perform The Lenders have received true and complete copies of (including all of its obligations under schedules and exhibits delivered in connection therewith), each Acquisition Document and all Acquisition Documents, amendments to any such documents and shall enforce all of its rights and remedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action other side letters or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunderagreements affecting the terms thereof. Without limiting the generality None of the foregoingAcquisition Documents has been amended or supplemented, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would nor have any adverse effect uponof the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the full enforcement Lenders. All of all indemnification rights the transactions contemplated to occur under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware Documents on or before the Closing Date (the “Acquisition Closing Transactions”) have been consummated pursuant to the terms thereof, of any event or fact which could give rise no party to a claim by it for indemnification under any of the Acquisition Documents for an amount in excess has waived the fulfillment of $1,000,000any material condition precedent set forth therein, without Agent’s written consent, and shall diligently pursue such right and promptly report no party has failed to Administrative Agent on all further developments with respect theretoperform any of its material obligations thereunder. Borrower shall remit directly to Administrative AgentAt the time of consummation thereof, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition DocumentsClosing Transaction shall have been consummated in all material respects in accordance with all applicable laws. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any At the time of consummation of the Acquisition DocumentsClosing Transaction, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities required in order to make or if there is an Existing Defaultconsummate the Acquisition Closing Transaction will have been obtained, then Administrative Agent may directly enforce such right given, filed or taken and are or will be in its own full force and effect (or Borrower's name and may enter into such settlements or other agreements effective judicial relief with respect thereto as Administrative Agent determines in its reasonable judgmenthas been obtained). Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights All applicable waiting periods with respect thereto have or, prior to the Collateral shall time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not release Borrower from exist any of such duties judgment, order or obligationsinjunction prohibiting or imposing material adverse conditions upon the Transaction. Administrative Agent shall not be obligated All actions taken by the Credit Parties pursuant to perform or fulfill any of Borrower's duties or obligations under any in furtherance of the Acquisition Documents or to make any payment thereunderClosing Transaction have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, or to make any inquiry as to the sufficiency knowledge of any payment or property received Credit Party, each of the representations and warranties contained in the Acquisition Documents made by it thereunder or the sufficiency of performance by Persons other than any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment Credit Party is true and correct in all material respects (without duplication of any amounts, or any delivery of any property.materiality qualifiers contained therein). 51 5.39

Acquisition Documents. Borrower shall fully perform The Lenders have received true and complete copies of (including all of its obligations under schedules and exhibits delivered in connection therewith), each Acquisition Document and all Acquisition Documents, and shall enforce all of its rights and remedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail amendments to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have any adverse effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents for an amount in excess and other side letters or agreements affecting the terms thereof. None of $1,000,000the Acquisition Documents has been amended or supplemented, and shall diligently pursue such right and promptly report nor have any of the material provisions thereof been waived, except pursuant to Administrative Agent on all further developments with respect thereto. Borrower shall remit directly to Administrative Agent, for application a written agreement or instrument which has heretofore been delivered to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification Lenders. All of the transactions contemplated to occur under the Acquisition Documents on or otherwise before the Closing Date (the “Acquisition Closing Transactions”) have been consummated pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand terms thereof, no party to pursue diligently any right under any of the Acquisition Documents, or if there is an Existing Default, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or has waived the fulfillment of any material condition precedent set forth therein, without Agent’s written consent, and no party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, the Acquisition Closing Transaction shall have been consummated in all material respects in accordance with all applicable laws. At the time of consummation of the Acquisition Closing Transaction, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities required in order to make or consummate the Acquisition Closing Transaction will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in all such cases, any payment thereunderaction being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by the Credit Parties pursuant to make any inquiry as or in furtherance of the Acquisition Closing Transaction have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, to the sufficiency knowledge of any payment or property received Credit Party, each of the representations and warranties contained in the Acquisition Documents made by it thereunder or the sufficiency of performance by Persons other than any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any propertyCredit Party is true and correct.

Acquisition Documents. Borrower Notwithstanding anything to the contrary, (a)(i) Descartes and Fermat shall fully perform all cooperate to, as promptly as practicable and in good faith, finalize in definitive form each Acquisition Document that is in term sheet form as attached to this Agreement, such that the definitive form of its obligations under all each such Acquisition DocumentsDocument may be executed and delivered by the applicable parties at the Closing, (ii) each such Acquisition Document shall contain the terms set forth in the applicable term sheet and such other terms as mutually agreed by the parties, acting reasonably and in good faith, and as are customary (and not inconsistent with the terms set forth on the applicable term sheet) for agreements of the nature contemplated thereby, (iii) if the applicable parties are unable to reach agreement on any material term or condition of any such Acquisition Document (to the extent not already set forth in a term sheet attached hereto) such that a definitive agreement is not executed and delivered at the time of Closing, the Closing shall enforce not be delayed but instead the applicable term sheet shall become a binding obligation as the applicable Acquisition Document contemplated hereunder and shall remain in effect until a definitive agreement replacing such term sheet has been mutually negotiated and executed by all of its rights parties thereto and remedies thereunder(b) with respect to each other Acquisition Document (other than this Agreement), the applicable parties shall execute and deliver such agreement at the Closing in each case accordance with the terms hereof, with only such ministerial additions, deletions and modifications as it deems appropriate necessary for the parties, acting in its reasonable business judgmentgood faith and reasonably, to complete the missing terms contemplated by the form to be completed by the parties or to correct any scrivener’s errors, unless further changes are mutually agreed by the applicable parties (provided, that the parties shall act reasonably and in good faith in discussing further clarifications around any such other Acquisition Document if and to the extent reasonably 1414958.12A-NYCSR03A - MSW requested by the other party; provided, howeverthat not agreeing to any such further clarifications shall not, in and of itself, be deemed a breach hereof or impact the closing conditions set forth in Article VII or otherwise delay the Closing hereunder); provided, further that Borrower the parties agree that the schedules and exhibits to the Ag Cross Transition Services Agreement and H&N Cross Transition Services Agreement shall not take any action or fail to take any action which would result be completed by the parties, acting reasonably and in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality good faith, with such terms as are customary for agreements of the foregoing, Borrower shall take all action necessary or appropriate to permit, nature contemplated thereby and shall not take any action which would have any adverse effect upon, otherwise consistent with the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents for an amount in excess of $1,000,000, and shall diligently pursue such right and promptly report to Administrative Agent on all further developments with respect thereto. Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if there is an Existing Default, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any propertyterms hereof.

Acquisition Documents. Borrower The Administrative Agent shall fully perform all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunderhave received evidence, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail form and substance reasonably satisfactory to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have any adverse effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents for an amount in excess of $1,000,000, and shall diligently pursue such right and promptly report to Administrative Agent on all further developments with respect thereto. Borrower shall remit directly to Administrative Agent, for application that the Acquisition constitutes a Permitted Acquisition and has been consummated, or shall be consummated substantially simultaneously with the borrowing of the Third Amendment Incremental Term Loan, in all material respects in accordance with the Acquisition Agreement as in effect on November 20, 2014, without any amendment, consent or waiver (including (i) any waiver of a condition precedent to the Borrower’s or its applicable affiliate’s obligation to close under the Acquisition Agreement or otherwise consummate the Acquisition and (ii) any reduction in the purchase price set forth in the Acquisition Agreement as in effect on November 20, 2014 by more than 10%; provided that any purchase price reduction shall be allocated to reduce on a ratable basis the amount of cash equity contribution and the amount of the Third Amendment Incremental Term Loan Obligations utilized to pay such purchase price and pay fees, commissions and expenses in connection with the Acquisition, the Third Amendment Incremental Term Loan and the transactions contemplated thereby (collectively with the Acquisition and the Third Amendment Incremental Term Loan, the “Transactions”), to the extent any such order amendment, consent or waiver is material and adverse to the interests of the Incremental Term Lenders as reasonably determined by Administrative Agent determines, all amounts received unless consented to by Borrower as indemnification the Administrative Agent (such consent not to be unreasonably withheld or otherwise pursuant to delayed). The Administrative Agent hereby acknowledges that it is satisfied with the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition DocumentsAgreement, or if there is an Existing Defaultas in effect on November 20, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents2014, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any propertydisclosure schedules and exhibits thereto.

Acquisition Documents. Borrower shall fully perform As of the Closing Date, Borrowers have delivered to Agent a complete and correct copy of all of its obligations under all the Acquisition Documents and there has been no waiver, supplement, amendment or other modification of any material provision of any of such Acquisition Documents (including, without limitation any of the disclosure schedules to the Acquisition Agreement) from the form of Acquisition Documents delivered to Agent on February 9, 2006 unless consented to by GE Agent in writing. As of the Closing Date, no Credit Party and to the best of our knowledge no other Person party thereto is in default in any material respect in the performance or compliance with any provisions of the Acquisition Documents. After the Closing Date, no Credit Party and to the best of our knowledge no other Person party thereto is in default in the performance or compliance with any provisions of the Acquisition Documents which could reasonably be expected to result in a Material Adverse Effect. The Acquisition Documents comply with, and shall enforce the Acquisition has been consummated in accordance with, the Acquisition Agreement and all applicable laws. As of its rights the Closing Date, the Acquisition Agreement is in full force and remedies thereundereffect and has not been terminated, rescinded or withdrawn. After the Closing Date, the Acquisition Agreement has not been rescinded or withdrawn and, except in accordance with the terms thereof, has not terminated. All requisite approvals by Governmental Authorities having jurisdiction over Seller, any Credit Party and other Persons referenced therein, with respect to the transactions contemplated by the Acquisition Agreement, have been obtained, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall except for such approvals the failure of which to obtain is not take any action reasonably likely to have a Material Adverse Effect or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have any adverse effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under on any of the Acquisition Documents for an amount in excess of $1,000,000Related Transaction, and shall diligently pursue no such right and promptly report to Administrative Agent on all further developments with respect thereto. Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if there is an Existing Default, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights Governmental approvals with respect to the Collateral shall not release Borrower from transactions contemplated by the Acquisition Agreement impose any of such duties or obligations. Administrative Agent shall not be obligated material conditions to perform or fulfill any of Borrower's duties or obligations under any the consummation of the transactions contemplated by the Acquisition Documents Agreement or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance conduct by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment Credit Party of any amounts, or any delivery of any propertyits business thereafter.

Acquisition Documents. Borrower shall fully in all material respects perform all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have any material adverse effect upon, the full enforcement of all of Borrower's indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it Borrower for indemnification under any of the Acquisition Documents for an amount in excess of $1,000,000500,000, and shall diligently pursue such right and promptly report to Administrative Agent on all further developments with respect thereto. Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any material right under any of the Acquisition Documents, or if there is an Existing DefaultEvent of Default has occurred and is continuing, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

Acquisition Documents. Borrower Notwithstanding anything to the contrary, (a)(i) Descartes and Fermat shall fully perform all cooperate to, as promptly as practicable and in good faith, finalize in definitive form each Acquisition Document that is in term sheet form as attached to this Agreement, such that the definitive form of its obligations under all each such Acquisition DocumentsDocument may be executed and delivered by the applicable parties at the Closing, (ii) each such Acquisition Document shall contain the terms set forth in the applicable term sheet and such other terms as mutually agreed by the parties, acting reasonably and in good faith, and as are customary (and not inconsistent with the terms set forth on the applicable term sheet) for agreements of the nature contemplated thereby, (iii) if the applicable parties are unable to reach agreement on any material term or condition of any such Acquisition Document (to the extent not already set forth in a term sheet attached hereto) such that a definitive agreement is not executed and delivered at the time of Closing, the Closing shall enforce not be delayed but instead the applicable term sheet shall become a binding obligation as the applicable Acquisition Document contemplated hereunder and shall remain in effect until a definitive agreement replacing such term sheet has been mutually negotiated and executed by all of its rights parties thereto and remedies thereunder(b) with respect to each other Acquisition Document (other than this Agreement), the applicable parties shall execute and deliver such agreement at the Closing in each case accordance with the terms hereof, with only such ministerial additions, deletions and modifications as it deems appropriate necessary for the parties, acting in its reasonable business judgmentgood faith and reasonably, to complete the missing terms contemplated by the form to be completed by the parties or to correct any scrivener’s errors, unless further changes are mutually agreed by the applicable parties (provided, that the parties shall act reasonably and in good faith in discussing further clarifications around any such other Acquisition Document if and to the extent reasonably requested by the other party; provided, however, that Borrower shall not take agreeing to any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have any adverse effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents for an amount in excess of $1,000,000, and shall diligently pursue such right and promptly report to Administrative Agent on all further developments with respect thereto. Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if there is an Existing Default, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.clarifications shall

Acquisition Documents. Borrower shall fully perform all of its obligations under all Acquisition DocumentsDocuments to which it is a party, and shall promptly enforce all of its rights and remedies thereunder, in each case thereunder as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, permit and shall not take any action which would have any material adverse effect upon, the full enforcement of all indemnification rights of Borrower against Seller under all the Acquisition Documents. Borrower shall not, without Agent's prior written consent (which consent shall not be unreasonably withheld or delayed), modify, amend, supplement, compromise, satisfy, release or discharge any of the Acquisition Documents, any collateral securing the same, any Person liable directly or indirectly with respect thereto, or any agreement relating to the Acquisition Documents or the collateral therefor. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents for an amount in excess of Documents, which when aggregated with any other claims thereunder exceeds $1,000,000250,000, and shall diligently pursue such right and promptly report to Administrative Agent on all further developments with respect thereto. Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if there is an Existing Unwaived Event of Default, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgmentdetermines. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all of the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

Acquisition Documents. Borrower shall fully perform The Lenders have received true and complete copies of (including all schedules and exhibits delivered in connection therewith), each Original Acquisition Document and BVX Acquisition Document and all amendments to any such documents and other side letters or agreements affecting the terms thereof. None of its obligations the Original Acquisition Documents or the BVX Acquisition Documents has been amended or supplemented, nor have any of the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the Lenders. All of the transactions contemplated to occur under all the Original Acquisition DocumentsDocuments and the BVX Acquisition Documents on or before the Closing Date (the “Acquisition Closing Transactions”) have been consummated pursuant to the terms thereof, and shall enforce all no party to any of its rights and remedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action the Original Acquisition Documents or fail to take any action which would result in a waiver or other loss the BVX Acquisition Documents has waived the fulfillment of any material right or remedy condition precedent set forth therein, without Agent’s written consent, and no party has failed to perform any of Borrower its material obligations thereunder. Without limiting At the generality time of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have any adverse effect uponconsummation thereof, the full enforcement Acquisition Closing Transaction shall have been consummated in all material respects in accordance with all applicable laws. At the time of all indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any consummation of the Acquisition Documents for an amount in excess of $1,000,000Closing Transaction, all necessary material consents and approvals of, and shall diligently pursue such right filings and promptly report registrations with, and all other actions in respect of, all Governmental Authorities required in order to Administrative Agent on all further developments make or consummate the Acquisition Closing Transaction will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect theretothereto has been obtained). Borrower shall remit directly to Administrative AgentAll applicable waiting periods with respect thereto have or, for application prior to the Loan Obligations time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not exist any judgment, order as Administrative Agent determines, all amounts received or injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by Borrower as indemnification or otherwise the Credit Parties pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any or in furtherance of the Acquisition DocumentsClosing Transaction have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, or if there is an Existing Default, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding to the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise knowledge of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any Credit Party, each of the representations and warranties contained in the Original Acquisition Documents or to make and the BVX Acquisition Documents made by Persons other than any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any propertyCredit Party is true and correct.