Negotiation of Definitive Agreement and Ancillary Agreements. This Interim Agreement shall become effective on the date (the "Effective Date") that this Interim Agreement is ratified and approved by the Board of Directors of IP. Following the Effective Date and during the Exclusivity Period, IP and the Buyer shall use their respective best efforts to negotiate the Definitive Agreement and all Ancillary Agreements necessary or desirable to complete and provide for the sale of Clinton by IP to Buyer. Buyer is completing due diligence of Clinton, and IP is making available to Buyer such information, including confidential information, as Xxxxx has to date reasonably requested. The parties will endeavor to complete the negotiation of the Definitive Agreement and Ancillary Agreements during the Exclusivity Period but the parties will have no obligations to each other except as specifically provided for in this Interim Agreement, the Confidentiality Agreement, the Management Agreement as amended by Amendment No. 2 thereto and the Leased Employee Agreement, and as may hereinafter be provided by the Definitive Agreement and the Ancillary Agreements. Without in any way binding the parties hereto (the parties being bound with respect to these matters only to the extent and as provided for in the Definitive Agreement as may hereafter be executed by the parties), it is intended that the Definitive Agreement and the Ancillary Agreements thereto will reflect the following business points between the parties as such business points may be amplified or supplemented through negotiation of the parties and set forth in the Definitive Agreement and Ancillary Agreements:
