6.3 Approvals of Third Parties. As soon as practicable after the date
hereof, the Seller will use its best efforts to secure all necessary consents,
approvals and clearances of third parties that Parent or Purchaser has
requested, but that were not obtained prior to the Closing and were waived by
the Parent and Purchaser as conditions to the closing.
6.4 Obligations under Guaranteed Agreements. Seller and PFSweb each
hereby agree to perform and discharge all of their obligations under such
Guaranteed Agreements. The obligations of Seller and PFSweb under this Section
6.4 will expire when Seller and PFSweb have paid all obligations under the
Guaranteed Agreements and all guarantees of Purchaser and Parent under the
Guaranteed Agreements have terminated.
6.5 Certificate of Memphis Material Handling, Inc. Seller shall deliver
to Purchaser on or before June 15, 2001 a certificate from an authorized officer
of Memphis Material Handling, Inc. (the "MMH Certificate") certifying that the
list of assets they prepared contains a list of every Asset located in Building
H, known as 4650 Quality Drive in Memphis, Tennessee, as identified in a survey
conducted from April 11, 2001 through April 13, 2001.
COVENANTS OF PURCHASER AND PARENT
7.1 Approvals. Purchaser and Parent will each take all necessary
corporate and other action and file all documents required to obtain, and will
use its reasonable efforts to obtain, all approvals of regulatory authorities,
consents and approvals required of it to carry out the transactions contemplated
by this Agreement and will cooperate with the Seller to obtain all such
approvals and consents required by Purchaser and Parent.
7.2 BSD. Seller and its Affiliates, Priority Fulfillment Services
Canada, Inc. and Priority Fulfillment Services Europe B.V. (collectively, the
"PFS Group"), provide certain services ("Services") to Purchaser's subsidiary,
Business Supplies Distributors, Inc. ("BSD") and its Affiliates, BSD (Canada),
Inc. and Business Supplies Distributors Europe B.V., (collectively, including
Priority Fulfillment Services Australia pty Ltd and Priority Fulfillment
Services de Mexico S.A. de C.V., the "BSD Group"), in connection with the
purchase and sale by the BSD Group (the "BSD Business") of various IBM products
(the "IBM Products") pursuant to various IBM Master Distributor Agreements set
forth on Schedule 7.2 hereof (the "IBM Agreements"). Parent covenants and agrees
that between the date hereof and December 31, 2001 (i) it will provide
reasonable cooperation to Seller in connection with the proposed transition and
transfer of the BSD Business and the IBM Agreements to the PFS Group or its
designee and (ii) it will not become a master distributor of IBM products, as
provided in the IBM Agreements or, so long as the PFS Group is a master
distributor of IBM products, become a second master distributor of IBM products.
Nothing contained herein shall restrict Parent or its Affiliates (other than the
BSD Group) from continuing to conduct its business as it is currently being
conducted, which includes the distribution and sale of IBM products.
7.3 Agreements with Guaranties. Parent and Purchaser will not rescind,
revoke or terminate any guaranty if, under the terms of the applicable
Guaranteed Agreement, such action