Common use of Certain Other Agreements Clause in Contracts

Certain Other Agreements. From the date of this Agreement ------------------------ until the earlier of the termination of this Agreement or the Effective Time, none of the Stockholders shall, and none of the Stockholders shall permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder to, directly or indirectly, (i) take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of any offer or proposal with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, (ii) notify Parent promptly of any material change to any such Acquisition Proposal, indication or request and (iii) upon reasonable request by Parent, provide Parent with all material information about any such Acquisition Proposal, indication or request.

Certain Other Agreements. From (a) The Stockholder will notify the date of this Agreement ------------------------ until Purchaser immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the earlier Stockholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, in each case in connection with any Takeover Proposal or Takeover Proposal Interest (as such terms are defined in the Merger Agreement) indicating, in connection with such notice, the name of the termination person indicating such Takeover Proposal Interest and the terms and conditions of this Agreement any proposals or the Effective Timeoffers. The Stockholder agrees that it will immediately cease and cause to be terminated any existing activities, none discussions or negotiations with any parties conducted heretofore with respect to any Takeover Proposal Interest. The Stockholder agrees that it shall keep Parent informed, on a current basis, of the Stockholders shallstatus and terms of any Takeover Proposal Interest. The Stockholder agrees that it will not, and none of the Stockholders shall permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder towill use its best efforts to ensure that its officers, directors, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly, : (i) initiate, solicit or encourage, or take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of of, any offer or proposal with respect which constitutes or is reasonably likely to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries lead to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Takeover Proposal, (ii) notify Parent promptly of enter into any material change agreement with respect to any such Acquisition Takeover Proposal, indication or request and (iii) upon reasonable request in the event of an unsolicited written Takeover Proposal engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to any Takeover Proposal. The obligations provided for in this Section 8(a) shall become effective immediately following the execution and delivery of this Agreement by the parties hereto. (b) The Stockholder hereby agrees, if requested by Parent, provide to take all action necessary to waive compliance by the Company with the provisions of Section 1105 of the Indenture relating to the timely issuance of a notice of redemption prior to the Redemption Date (as defined in the Indenture) in connection with the Company's redemption of the Secured Notes, pursuant to Section 106 of the Indenture; provided, however, that Parent shall indemnify and hold the Stockholder harmless in connection with all material information about any such Acquisition Proposalthe foregoing; provided, indication or requestfurther that Parent's maximum liability in connection therewith shall be $14,500.

Certain Other Agreements. From the date of this Agreement ------------------------ until the earlier of the termination of this Agreement or the Effective Time, none of the Stockholders shall, and none of the Stockholders shall authorize or permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder to, directly or indirectly, (i) take any action to knowingly solicit, initiate, solicit, continue, facilitate or encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of any offer or proposal with respect to for a merger, reorganization, share exchange, consolidation, consolidation or other business combination, recapitalization, liquidation, dissolution or similar transaction combination involving the Company or any of its subsidiaries Subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries Subsidiaries or a substantial portion of the assets of the Company or any of its subsidiariesSubsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) knowingly engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries Subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries Subsidiaries to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries Subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries Subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, (ii) notify Parent promptly of any material change to any such Acquisition Proposal, indication or request and (iii) upon reasonable request by Parent, provide Parent with all material information about any such Acquisition Proposal, indication or request.

Certain Other Agreements. From (a) The Stockholder will notify the date of this Agreement ------------------------ until Purchaser immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the earlier Stockholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, in each case in connection with any Takeover Proposal or Takeover Proposal Interest (as such terms are defined in the Merger Agreement) indicating, in connection with such notice, the name of the termination person indicating such Takeover Proposal Interest and the terms and conditions of this Agreement any proposals or the Effective Timeoffers. The Stockholder agrees that it will immediately cease and cause to be terminated any existing activities, none discussions or negotiations with any parties conducted heretofore with respect to any Takeover Proposal Interest. The Stockholder agrees that it shall keep Parent informed, on a current basis, of the Stockholders shallstatus and terms of any Takeover Proposal Interest. The Stockholder agrees that it will not, and none of the Stockholders shall permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder towill use its best efforts to ensure that its officers, directors, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly, : (i) initiate, solicit or encourage, or take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of of, any offer or proposal with respect which constitutes or is reasonably likely to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries lead to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Takeover Proposal, (ii) notify Parent promptly of enter into any material change agreement with respect to any such Acquisition Takeover Proposal, indication or request and (iii) upon reasonable request in the event of an unsolicited written Takeover Proposal engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to any Takeover Proposal. The obligations provided for in this Section 8(a) shall become effective immediately following the execution and delivery of this Agreement by the parties hereto. (b) The Stockholder hereby agrees, if requested by Parent, provide to take all action necessary to waive compliance by the Company with the provisions of Section 1105 of the Indenture relating to the timely issuance of a notice of redemption prior to the Redemption Date (as defined in the Indenture) in connection with the Company's redemption of the Secured Notes, pursuant to Section 106 of the Indenture; provided, however, that Parent shall indemnify and hold the Stockholder harmless -------- ------- in connection with all material information about any such Acquisition Proposalthe foregoing; provided, indication or requestfurther that Parent's maximum -------- ------- liability in connection therewith shall be $14,500.

Certain Other Agreements. (a) From the date of this Agreement ------------------------ until the earlier of the Effective Time or the termination of this Agreement Agreement, the Stockholder shall not (and the Stockholder will not permit any of its Affiliates, officers, directors or the Effective Timeemployees or any investment banker, none of the Stockholders shallfinancial advisor, and none of the Stockholders shall permit attorney, accountant or authorize any advisor or other representative retained by it or acting for or on behalf of any such Stockholder Affiliate (collectively "STOCKHOLDER REPRESENTATIVES") to, ) directly or indirectly, : (i) solicit, initiate, engage in discussions or negotiate with any Person or take any other action intended or designed to initiate, solicit, continue, encourage facilitate any inquiry or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making effort of any offer or proposal with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, Person (other than the transactions contemplated by the Merger Agreement or by this Agreement (Parent) relating to any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or Alternative Acquisition; (ii) engage in negotiations, discussions or communications -------- regarding or disclose any provide information relating with respect to the Company or any of its subsidiaries Company Subsidiary to any Person, other than Parent, relating to a possible Alternative Acquisition by any Person, other than Parent; or afford access (iii) enter into any agreement with respect to any proposal for an Alternative Acquisition Proposal. Notwithstanding the foregoing, prior to the properties, books or records acceptance for payment of Common Stock of the Company pursuant to the Offer, the Stockholder may advise the Company Board of receipt by it (or any Stockholder Representative) of its subsidiaries to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an unsolicited Alternative Acquisition Proposal or knowingly facilitate any effort inquiry indicating that any Person is considering making or attempt wishes to make or implement an Acquisition Proposal or accept an Alternative Acquisition Proposal. Each of Notwithstanding the Stockholders foregoing, it is agreed and understood by the parties that the term "Stockholder Representative" shall not include the Company, any Company Subsidiary or any Company Representative. (ib) notify Parent promptly (The Stockholder promptly, and in any event within one business daytwo (2) after Business Days, shall advise Parent in writing of receipt of any Acquisition Proposal by it (or any indication Stockholder Representative) of any Alternative Proposal or any inquiry indicating that any person Person is considering making or wishes to make an Alternative Acquisition Proposal, identifying such Person, and the financial and other material terms and conditions of any Alternative Acquisition Proposal or potential Alternative Acquisition Proposal. The obligations provided for in this Section 8 shall become effective immediately following the execution and delivery of this Agreement by the parties hereto. (c) The Stockholder and BP hereby agree to cease and cause to be terminated immediately all existing discussions or negotiations conducted by them or at their behest heretofore with respect to any Alternative Acquisition. In addition, BP agrees to promptly direct UBS Warburg LLC to cease and cause to be terminated immediately all existing discussions or negotiations conducted by it heretofore with respect to any Alternative Acquisition on behalf of BP or its Affiliates. (d) Notwithstanding any other provision of this Agreement, the Stockholder shall be liable to, and shall defend, indemnify and hold harmless, Parent, Sub, the Company, each Company Subsidiary and their respective officers, directors and affiliates (the "INDEMNIFIED PARTIES"): (i) for any and all Taxes of BP and any current or former Affiliate of BP (other than the Company or any request Company Subsidiary) for nonany taxable period beginning before the Closing Date, for which the Company or any Company Subsidiary may be liable pursuant to Treasury Regulation Sec. 1.1502-public information relating 6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, agreement or otherwise; (ii) any and all Taxes imposed on or with respect to the Company or any of its subsidiaries Company Subsidiary for any taxable period (or for access to the propertiesportion thereof) ending on or before February 10, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, 1998 (all amounts described in clauses (i) and (ii) notify Parent promptly of any material change to any such Acquisition Proposalthis SECTION 8(d) being, indication or request the "INDEMNIFIED TAXES"); and (iii) upon reasonable request any and all expenses incurred by any Indemnified Party arising from any Indemnified Taxes (collectively, the "STOCKHOLDER INDEMNIFICATION OBLIGATIONS"). (e) BP hereby irrevocably and unconditionally guarantees any and all of the Stockholder Indemnification Obligations. (f) BP hereby agrees that it shall pay any fees, expenses or other amounts that become due and payable by the Company to UBS Warburg LLC or any other investment bank or financial advisor engaged by the Company other than Wachovia Securities (formerly known as First Union Securities) and Xxxxxxx Xxxxx & Co. (such entities other than Wachovia Securities and Xxxxxxx Sachs & Co., the "Covered Advisors") as a result of the Transactions (the "Covered Advisor Liabilities") and shall defend, indemnify and hold harmless the Indemnified Parties against any claims for such amounts or any liabilities or costs arising out of or resulting from any claims for such amounts. In the event any Covered Advisor makes any written claim or demand for the payment of any Covered Advisor Liabilities (a "Demand"), Parent shall promptly, but in no event more than five (5) Business Days following such Demand, notify BP of such claim or demand, PROVIDED, HOWEVER, that Parent's failure to notify BP within such five (5) Business Day period shall relieve BP of its obligation to pay the Covered Advisor Liabilities only to the extent that BP is actually prejudiced by such failure. BP shall have the right to dispute any Demand and defend Parent and the Company by appropriate proceedings against any Demand and shall have the power to direct and control such defense. All costs and expenses incurred by BP in defending such Demand shall be the liability of, provide and shall be paid by, BP. If the Company or Parent with all material information about desires to participate in any such Acquisition Proposaldefense, indication or requestto employ separate counsel of its choice, it may do so at its sole cost and expense. Parent and each of its Affiliates shall cooperate with BP and its counsel in the defense of any Demand. Neither Parent nor any of its Affiliates shall make payment on, or otherwise settle, a Demand without the consent of BP. Parent shall give BP and its counsel access to the relevant business records and other documents of the Company, and shall permit them to consult with the employees and counsel of the Company and any of its Affiliates (during normal business hours and without undue disruption to the Company's Business) as may be reasonably necessary in connection with the foregoing.

Certain Other Agreements. From the date of this Agreement ------------------------ until the ------------------------ earlier of the termination of this Agreement or the Effective Time, none of Time (as such term is defined in the Stockholders shallExchange Offer Agreement), and none of the Stockholders shall not permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder Shareholder to, directly or indirectly, (i) take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of any offer or proposal with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries other than in connection with Project Pluto or any proposal or offer to acquire in any manner, directly or indirectly, 1520% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by or as provided in the Merger Exchange Offer Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) except in his capacity as a -------------------- director pursuant to the Exchange Offer Agreement, engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be ------------------ considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders Shareholders shall (i) notify Parent Purchaser promptly (and in any event within one business day) after receipt by it of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, (ii) notify Parent Purchaser promptly of any material change to any such Acquisition ProposalProposal received by it, indication or request and (iii) upon reasonable request by ParentPurchaser, provide Parent Purchaser with all material information about any such Acquisition Proposal, indication or requestrequest received by it.

Certain Other Agreements. From the date of this Agreement ------------------------ until the earlier of the termination of this Agreement or the Effective Time, none of the Stockholders shall, and none of the Stockholders shall permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder to, directly or indirectly, (i) take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of any offer or proposal with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- ProposalACQUISITION PROPOSAL"), or (ii) engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to any person, corporation, partnership or other entity or group (a "Potential AcquirorPOTENTIAL ACQUIROR") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, (ii) notify Parent promptly of any material change to any such Acquisition Proposal, indication or request and (iii) upon reasonable request by Parent, provide Parent with all material information about any such Acquisition Proposal, indication or request.

Certain Other Agreements. From the date of this Agreement ------------------------ until the earlier of the termination of this Agreement or the Effective Time, none of Time (as such term is defined in the Stockholders shallExchange Offer Agreement), and none of the Stockholders shall not permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder Shareholder to, directly or indirectly, (i) take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of any offer or proposal with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries other than in connection with Project Pluto or any proposal or offer to acquire in any manner, directly or indirectly, 1520% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by or as provided in the Merger Exchange Offer Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) except in his capacity as a director pursuant to the Exchange Offer Agreement, engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders Shareholders shall (i) notify Parent Purchaser promptly (and in any event within one business day) after receipt by it of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, (ii) notify Parent Purchaser promptly of any material change to any such Acquisition ProposalProposal received by it, indication or request and (iii) upon reasonable request by ParentPurchaser, provide Parent Purchaser with all material information about any such Acquisition Proposal, indication or requestrequest received by it.