QDHC » Topics » COVENANTS OF ALL PARTIES

This excerpt taken from the QDHC 8-K filed Jul 26, 2007.

COVENANTS OF ALL PARTIES

8.01 Further Assurances. From time to time (including after the Closing), the parties will execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may reasonably be necessary or requested by another party in order to consummate, evidence, or implement expeditiously the Contemplated Transactions.

8.02 Fulfillment of Conditions. The parties hereto agree to take and to cause to be taken in good faith commercially reasonable efforts to fulfill, as soon as reasonably practicable the conditions to Closing set forth in Sections 9.01 and 9.02.

 

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8.03 Certain Filings. The parties hereto will cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any action, consent, approval or waiver from any party to any Contract is required, in connection with the consummation of the Contemplated Transactions. Subject to the terms and conditions of this Agreement, in taking such actions or making any such filings, the parties hereto will furnish information reasonably required in connection therewith and timely seek to obtain any such actions, consents, approvals or waivers. Buyer and Seller shall each cooperate in good faith in using their respective commercially reasonable efforts to obtain Tax clearance or similar certificates in respect of the Contemplated Transactions from, and make any necessary filings in relation thereto in, all jurisdictions in which Seller has filed a Tax Return and which makes such certificates available in connection with such transactions.

8.04 Public Announcements. Before and after the Closing, the parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the Contemplated Transactions and, except as may be required by Applicable Law or securities exchange rules, will not issue any such public statement without the prior written consent of Buyer and Seller; provided that, for the avoidance of doubt, following the Closing, routine notifications by Buyer to customers, suppliers and other third parties having dealings with the Business made in connection with the conduct of the Business or relating to the Business Assets will not constitute public statements for purposes of this Section 8.04.

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