THE
PURCHASED ASSETS, ANY ENCUMBRANCE ON ANY OF THE PURCHASED ASSETS THAT WAS IN
EXISTENCE PRIOR TO THE EFFECTIVE TIME, OR IF ANY ENCUMBRANCE IS IMPOSED OR
PLACED ON ANY OF THE PURCHASED ASSETS (OR ANY REPLACEMENTS THEREOF) AFTER THE
CLOSING DATE AS A RESULT OF ANY ACT OR OMISSION OF SELLER, OCCURRING PRIOR TO
THE EFFECTIVE TIME, THEN, WITHOUT LIMITING ANY OTHER RIGHT OR REMEDY BUYER MAY
HAVE, SELLER SHALL CAUSE SUCH ENCUMBRANCE TO BE REMOVED AT NO EXPENSE OR
LIABILITY TO BUYER, AND WITHOUT ANY REDUCTION OR DISPOSITION OF ANY OF THE
PURCHASED ASSETS; PROVIDED, THAT IN THE FIRST INSTANCE BUYER SHALL NOTIFY SELLER
OF THE ENCUMBRANCE AND PROVIDE SELLER WITH AN OPPORTUNITY TO CAUSE SUCH
ENCUMBRANCE TO BE REMOVED.
5.2
FURTHER ASSURANCES.
EACH PARTY HERETO SHALL EXECUTE AND DELIVER,
AFTER THE DATE HEREOF, SUCH ADDITIONAL DOCUMENTS OR INSTRUMENTS, AND SHALL TAKE
SUCH ADDITIONAL ACTIONS, AS THE OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO
CARRY OUT THE INTENT OF THIS AGREEMENT OR TO BETTER EVIDENCE OR EFFECTUATE THE
TRANSACTIONS CONTEMPLATED HEREIN.
5.3
EXPENSES.
UNLESS OTHERWISE SPECIFICALLY PROVIDED FOR HEREIN, EACH
PARTY SHALL PAY ALL OF ITS RESPECTIVE COSTS AND EXPENSES INCURRED OR TO BE
INCURRED BY IT IN NEGOTIATING AND PREPARING THIS AGREEMENT AND THE OTHER
AGREEMENTS CONTEMPLATED HEREBY, AND IN CARRYING OUT AND CLOSING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WHETHER OR NOT THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY ARE EVER CONSUMMATED.
5.4
TAXES.
SELLER SHALL PAY ALL TAXES OF ANY KIND OR NATURE ARISING
FROM (I) THE CONDUCT OR OPERATION OF ITS BUSINESS UP TO THE CLOSING DATE AND THE
CONDUCT OR OPERATION BY SELLER, PRIOR TO OR AFTER THE CLOSING DATE, OF ANY OTHER
BUSINESS OR BUSINESS ACTIVITIES OPERATIONS AND (II) ANY LIQUIDATION, PARTIAL OR
WHOLE, OF SELLER.
IF ANY TAXES REQUIRED UNDER THIS SECTION 5.4 TO BE BORNE BY
SELLER ARE ASSESSED AGAINST BUYER OR ANY OF THE PURCHASED ASSETS, BUYER SHALL
NOTIFY SELLER IN WRITING PROMPTLY THEREAFTER AND SELLER SHALL BE ENTITLED TO
CONTEST, IN GOOD FAITH, SUCH ASSESSMENT OR CHARGE SO LONG AS SUCH ASSESSMENT
DOES NOT CAUSE A MATERIAL ADVERSE EFFECT ON BUYER OR THE PURCHASED ASSETS OR
BUYER'S BUSINESS.
NOTWITHSTANDING THE FOREGOING, BUYER MAY (BUT SHALL NOT BE
OBLIGATED TO) PAY ANY SUCH TAXES ASSESSED AGAINST IT, ITS BUSINESS OR ANY OF THE
PURCHASED ASSETS, BUT WHICH ARE PAYABLE BY SELLER PURSUANT HERETO, IF BUYER'S
FAILURE TO DO SO, IN THE REASONABLE JUDGMENT OF BUYER, COULD RESULT IN THE
IMMEDIATE IMPOSITION OF AN ENCUMBRANCE ON ANY OF THE PURCHASED ASSETS OR ANY
OTHER ASSETS OF BUYER OR IF SELLER FAILS TO CONTEST SUCH ASSESSMENT OR CHARGE
DILIGENTLY AND IN GOOD FAITH.
IF IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING
SENTENCE, BUYER PAYS ANY TAXES WHICH PURSUANT HERETO ARE REQUIRED TO BE BORNE BY
SELLER, BUYER SHALL BE ENTITLED TO REIMBURSEMENT THEREOF FROM SELLER IN
ACCORDANCE WITH THE INDEMNITY PROVISIONS SET FORTH IN ARTICLE X HEREOF.
5.5
REGISTRATION RIGHTS.
(A)
PIGGYBACK REGISTRATION.
IF AT ANY TIME FOLLOWING ISSUANCE OF