insurance proceeds will not apply to the extent that any insurance proceeds are
applied to replace or restore such loss or damage prior to Closing.
If, on or prior to the Closing Date, all or any part of or interest in the
IP-I Assets or the RMG Assets, as appropriate, is taken or condemned as a result
of a Governmental Authority's exercise of its powers of eminent domain, or if a
Governmental Authority having such power informs a Party that it intends to
condemn all or any part of such Party's Assets (such event being called, in
either case, a "Taking"), then (i) RMG, in the case of a Taking of IP-I Assets,
or IP-I, in the case of a Taking of RMG Assets, may elect, in the name of the
other Party, to negotiate for, claim, contest and receive all damages with
respect to the Taking, (ii) the Party whose Assets were the subject of the
Taking will be relieved of its obligation to convey to the other Party those of
its Assets that were the subject of the Taking, (iii) at Closing, the Party
whose Assets were the subject of the Taking will assign to the other Party all
of its rights to damages payable as a result of the Taking, and will pay to the
other Party all damages previously paid to it in connection with the Taking, and
(iv) following the Closing, the Party whose Assets were the subject of the
Taking will give to the other Party any further assurances of such rights and
assignment with respect to the Taking as the other Party reasonably may request
from time to time.
12.15 Tax Consequences. No Party makes any representation or warranty,
express or implied, with respect to the Tax implications of any aspect of this
Agreement on any other Party, and each Party expressly disclaims any such
representation or warranty with respect to any Tax consequences arising under
this Agreement. Each Party has relied solely on its own Tax advisors with
respect to the Tax implications of this Agreement.
12.16 Commercially Reasonable Efforts. For purposes of this Agreement,
"commercially reasonable efforts" will not be deemed to require a Party to
undertake extraordinary or unreasonable measures, including the payment of
amounts in excess of normal and usual filing fees and processing fees, if any or
other payments with respect to any Contract that are significant in the context
of such Contract (or significant on the aggregate basis as to all Contracts).
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