SUCH BREACH THAT IS CAPABLE OF BEING
CURED, IS NOT CURED WITHIN 60 DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF BY
SELLER, OR (II) IN THE EVENT ANY OF THE CONDITIONS IN ARTICLE 8 HAVE BECOME
IMPOSSIBLE TO SATISFY;
(C)
BY SELLER, (I) IN THE EVENT OF A BREACH OF
ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT CONTAINED IN THIS
AGREEMENT WHICH WOULD GIVE RISE TO THE FAILURE OF THE CONDITIONS IN SECTION 9.1
OR 9.2, AND WHICH, WITH RESPECT TO ANY SUCH BREACH THAT IS CAPABLE OF BEING
CURED, IS NOT CURED WITHIN 60 DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF BY
BUYER, OR (II) IN THE EVENT ANY OF THE CONDITIONS IN ARTICLE 9 HAVE BECOME
IMPOSSIBLE TO SATISFY;
(D)
IF A GOVERNMENTAL BODY ISSUES A PERMANENT
INJUNCTION OR OTHER ORDER PROHIBITING THE CLOSING AND SUCH INJUNCTION OR ORDER
SHALL HAVE BECOME FINAL AND NON-APPEALABLE; PROVIDED THAT THE PARTY SEEKING TO
TERMINATE THIS AGREEMENT PURSUANT TO THIS CLAUSE (D) SHALL HAVE USED ITS
REASONABLE BEST EFFORTS TO REVERSE OR LIFT SUCH INJUNCTION OR ORDER; OR
(E)
BY MUTUAL WRITTEN CONSENT OF BUYER AND
SELLER.
10.2
EFFECT OF TERMINATION.
IN THE EVENT OF TERMINATION
OF THIS AGREEMENT AND ABANDONMENT OF THE TRANSACTIONS CONTEMPLATED HEREBY
PURSUANT TO SECTION 10.1, WRITTEN NOTICE THEREOF SHALL FORTHWITH BE GIVEN TO THE
OTHER PARTY AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE ABANDONED, WITHOUT
FURTHER ACTION BY EITHER PARTY.
THE PROVISIONS OF THIS ARTICLE 10 AND
ARTICLE 14 SHALL SURVIVE ANY SUCH TERMINATION.
IN ADDITION, THE CONFIDENTIALITY
AGREEMENT SHALL SURVIVE ANY SUCH TERMINATION IN ACCORDANCE WITH ITS TERMS.
NOTHING IN THIS ARTICLE 10 SHALL BE
36
DEEMED TO RELEASE ANY PARTY FROM ANY LIABILITY FOR ANY BREACH BY SUCH PARTY OF
THE TERMS AND PROVISIONS OF THIS AGREEMENT.
ARTICLE 11
POST-CLOSING COVENANTS; TAX MATTERS
11.1
ACCESS TO RECORDS.
FOLLOWING THE CLOSING, BUYER
SHALL (A) UPON REASONABLE REQUEST PROVIDE SELLER, ITS AFFILIATES, ACCOUNTANTS,
ATTORNEYS AND OTHER REPRESENTATIVES REASONABLE ACCESS DURING NORMAL WORKING
HOURS TO THE BOOKS, RECORDS AND PERSONNEL OF COMPANY AND COMPANY SUBSIDIARIES
RELATING TO TRANSACTIONS AND THE OPERATION OF THE BUSINESS OF COMPANY AND
COMPANY SUBSIDIARIES THROUGH THE CLOSING DATE AND THE RIGHT TO MAKE COPIES
THEREOF AT SELLER'S EXPENSE; AND (B) MAINTAIN SUCH BOOKS AND RECORDS FOR A
PERIOD OF AT LEAST FIVE YEARS AFTER THE CLOSING DATE AND GIVE SELLER THE
OPPORTUNITY TO KEEP ANY BOOKS AND RECORDS RELATING TO THE PRE-CLOSING PERIOD
WHICH BUYER THEREAFTER INTENDS TO NO LONGER MAINTAIN.
11.2
FURTHER ASSURANCES.
EACH PARTY SHALL AT ANY TIME
AND FROM TIME TO TIME AFTER THE CLOSING, UPON THE REQUEST OF THE OTHER, DO,
EXECUTE, ACKNOWLEDGE AND DELIVER, AND CAUSE TO BE DONE, EXECUTED, ACKNOWLEDGED
OR DELIVERED, ALL SUCH FURTHER ACTS, DEEDS, ASSIGNMENTS, TRANSFERS, CONVEYANCES,
POWERS OF ATTORNEY OR ASSURANCES AS MAY BE REQUIRED FOR THE BETTER TRANSFERRING,
ASSIGNING, CONVEYING, GRANTING, ASSURING AND CONFIRMING TO BUYER, OR FOR AIDING
AND ASSISTING IN THE COLLECTION OF OR REDUCING TO POSSESSION BY BUYER, OF THE
SHARES OR TO VEST IN BUYER TITLE