PARTY TO BE
REQUIRED BY LAW OR UNDER THE RULES
15
and regulations of the NASDAQ or New York stock exchanges (or other public stock
exchange of similar reputation and standing) on which the shares of such party
or any of its Affiliates are listed.
In each case to which such exception
applies, the releasing party will use its reasonable best efforts to provide a
copy of such release or statement to the other parties prior to releasing or
making the same.
Seller approves Buyer's issuance of a press release in the
form of Exhibit 8.4 immediately after the execution of this Agreement by both
parties.
SECTION 8.5
AMENDMENT OF SCHEDULES.
AS OF THE CLOSING DATE, ALL
SCHEDULES HERETO SHALL BE DEEMED AMENDED AND SUPPLEMENTED TO INCLUDE REFERENCE
TO ANY MATTER (A) RELATING TO SELLER OR THE ASSETS WHICH FIRST ARISES OR OCCURS
AFTER THE DATE OF EXECUTION OF THIS AGREEMENT AND DOES NOT RESULT FROM A BREACH
BY SELLER OF SECTION 8.1, (B) WHICH RESULTS IN AN ADJUSTMENT TO THE PURCHASE
PRICE PURSUANT TO SECTION 3.1, OR (C) WHICH RELATES TO A PROPERTY EXCLUDED FROM
THE ASSETS PURSUANT TO SECTION 8.2(C)(2).
SECTION 8.6
PARTIES' EFFORTS AND FURTHER ASSURANCES.
BUYER
COVENANTS AND AGREES TO TAKE ALL ACTIONS WHICH ARE NECESSARY FOR IT TO BE IN
COMPLIANCE WITH ITS WARRANTIES AND REPRESENTATIONS CONTAINED IN SECTIONS 4.2(H),
4.2(I) AND 4.2(J) ON THE CLOSING DATE.
EACH OF THE PARTIES AGREES TO USE
COMMERCIALLY REASONABLE EFFORTS (AND TO CAUSE ITS AFFILIATES TO USE COMMERCIALLY
REASONABLE EFFORTS) TO REFRAIN FROM TAKING ANY ACTION WITHIN ITS CONTROL WHICH
WOULD CAUSE A BREACH OF ANY OF ITS REPRESENTATIONS AND WARRANTIES CONTAINED IN
ARTICLE IV OR WHICH WOULD PREVENT IT FROM DELIVERING TO THE OTHER PARTIES THE
CERTIFICATE WHICH IT IS REQUIRED TO DELIVER PURSUANT TO SECTION 9.1(B) OR
9.2(B), AS THE CASE MAY BE.
SELLER AND BUYER EACH AGREE THAT FROM TIME TO TIME
AFTER THE CLOSING DATE, EACH OF THEM WILL EXECUTE AND DELIVER OR CAUSE THEIR
RESPECTIVE AFFILIATES TO EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS, AND TAKE
(OR CAUSE THEIR RESPECTIVE AFFILIATES TO TAKE) SUCH OTHER ACTION, AS MAY BE
REASONABLY NECESSARY TO CARRY OUT THE PURPOSES AND INTENTS OF THIS AGREEMENT.
SECTION 8.7
ASSET RECORDS.
WITHIN A REASONABLE PERIOD OF TIME
FOLLOWING THE END OF THE TERM OF THE TRANSITION AGREEMENT, SELLER SHALL MAKE ALL
ASSET RECORDS AVAILABLE FOR DELIVERY TO BUYER AT SELLER'S OFFICES IN HOUSTON,
TEXAS OR AT THE LOCATIONS OF THE ASSETS IN THE CASE OF ASSET RECORDS MAINTAINED
AT SUCH LOCATIONS.
BUYER AGREES TO MAINTAIN ALL ASSET RECORDS UNTIL THE FIFTH
ANNIVERSARY OF THE CLOSING DATE (OR FOR SUCH LONGER PERIOD OF TIME AS SELLER
SHALL ADVISE BUYER IS NECESSARY IN ORDER TO HAVE THE ASSET RECORDS AVAILABLE
WITH RESPECT TO OPEN YEARS FOR TAX AUDIT PURPOSES), OR, IF ANY OF THE ASSET
RECORDS PERTAIN TO ANY CLAIM OR DISPUTE PENDING ON THE FIFTH ANNIVERSARY OF THE
CLOSING DATE, BUYER SHALL MAINTAIN ANY OF THE ASSET RECORDS DESIGNATED BY