REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER THE SECURITIES LAWS OF ANY JURISDICTION, BY REASON OF RELIANCE UPON
CERTAIN EXEMPTIONS.
5.5.
BROKERS. NEITHER THE PURCHASER NOR ITS RESPECTIVE AFFILIATES HAS
EMPLOYED OR ENGAGED ANY BROKER, FINDER, AGENT, BANKER OR THIRD PARTY, NOR HAVE
THEY OTHERWISE DEALT WITH ANYONE PURPORTING TO ACT IN THE CAPACITY OF A FINDER
OR BROKER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. ANY SUCH
COMMISSIONS, FINDERS' FEES OR LIKE CHARGES SO CLAIMED SHALL BE DIRECTLY
CHARGEABLE TO AND WILL BE PAID BY THE PURCHASER, SUBJECT TO PURCHASER'S RIGHT TO
CONTEST ANY SUCH CLAIM.
5.6.
SECURITIES AND EXCHANGE COMMISSION AND STATE OR OTHER SECURITIES
FILING REQUIREMENTS. EXCEPT AS SET FORTH ON SCHEDULE 5.6 HERETO, THE PURCHASER
IS NOT REQUIRED TO FILE ANY PRE-ACQUISITION NOTIFICATIONS EITHER WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE OR LOCAL GOVERNMENTAL
AGENCIES, OR WITH ANY SECURITIES EXCHANGE. IF, HOWEVER, ANY SUCH FILING IS
LISTED ON SCHEDULE 5.6, OR IS FOUND TO BE REQUIRED HEREAFTER, PURCHASER WILL PAY
ALL COSTS INCURRED IN CONNECTION WITH SAID FILING, INCLUDING ANY FILING FEES,
LATE FILING PENALTIES, AND REASONABLE ATTORNEYS FEES INCURRED BY EITHER SELLER
OR PURCHASER; AND PURCHASER SHALL UNDERTAKE TO MAKE ANY SUCH REQUIRED FILING IN
A TIMELY MANNER SO AS NOT TO DELAY THE SCHEDULED CLOSING DATE.
ARTICLE 6
INDEMNIFICATION
6.1.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
(A)
REPRESENTATIONS AND WARRANTIES OF THE SELLER. EXCEPT AS NOTED IN
SECTION 6.1(B) BELOW EACH OF THE REPRESENTATIONS AND WARRANTIES OF THE SELLER
CONTAINED IN THIS AGREEMENT AND IN ANY ANCILLARY DOCUMENTS DELIVERED BY OR ON
BEHALF OF ANY OF THE SELLERS HERETO PURSUANT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL SURVIVE THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED HEREBY FOR A PERIOD OF TWO (2) YEARS AFTER THE CLOSING DATE, OR
LONGER AS EXPRESSLY SPECIFIED BELOW (THE "SURVIVAL PERIOD").
(B)
THE REPRESENTATIONS AND WARRANTIES IN SECTIONS 3.1, 3.2 AND 3.3
SHALL HAVE NO EXPIRATION; (II) THE REPRESENTATIONS AND WARRANTIES IN SECTION 3.8
(THE "TAX REPRESENTATIONS") SHALL SURVIVE THE APPLICABLE STATUTE OF LIMITATIONS;
(III) THE REPRESENTATIONS AND WARRANTIES IN SECTION 3.24 (THE "ENVIRONMENTAL
REPRESENTATIONS") WILL TERMINATE UPON THE FIFTH (5TH) YEAR ANNIVERSARY OF THE
CLOSING DATE.
(C)
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. THE
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER IN THIS AGREEMENT WILL SURVIVE
THE CLOSING FOR TWO (2) YEARS.
(D)
COVENANTS. ALL COVENANTS OF THE PARTIES WILL SURVIVE UNTIL
TERMINATED IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
(E)
CERTAIN DEFINITIONS. THE TERM "DAMAGES" MEANS ANY AND ALL DAMAGES,
LOSSES, CLAIMS (INCLUDING TAXES), EXPENSES, COSTS, FINES, ATTORNEY AND
PROFESSIONAL FEES, INTEREST, PENALTIES, SPECIAL AND PUNITIVE DAMAGES INCLUDING
INCIDENTAL OR CONSEQUENTIAL DAMAGES; AND WITH RESPECT TO INDEMNIFICATION FOR
BREACH OF THE REPRESENTATIONS AND WARRANTIES IN SECTION 3.24 (ENVIRONMENTAL
REPRESENTATIONS), "DAMAGES" SHALL MEAN SUCH LIABILITIES AS REFERENCED ABOVE
ARISING OUT OF OR IN CONNECTION WITH GOVERNMENT-MANDATED REMEDIATION OF
CONDITIONS CAUSED BY: (I) THE PRESENCE OF HAZARDOUS MATERIALS OR (II) ANY
VIOLATION OF ENVIRONMENTAL LAWS CAUSING PHYSICAL INJURY TO PERSONS OR PROPERTY.
"DAMAGES" ALSO