BY STOCKHOLDER SHALL BE TAKEN
INTO ACCOUNT FOR PURPOSES OF DETERMINING SATISFACTION OF THE CONDITION SET FORTH
IN SECTION 10.1(A); PROVIDED THAT, IF PARENT PROCEEDS WITH THE CLOSING, PARENT
SHALL BE CONCLUSIVELY DEEMED TO HAVE WAIVED ALL CLAIMS HEREUNDER RELATING TO THE
SPECIFIC FACTS UNDERLYING ANY SUCH AMENDED OR SUPPLEMENTED DISCLOSURE (AND ANY
CORRESPONDING MISREPRESENTATION OR BREACH OF WARRANTY).
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7.3
SCHEDULES.
DISCLOSURE OF ANY FACT OR ITEM IN ANY SCHEDULE HERETO
SHALL BE DEEMED DISCLOSURE OF SUCH FACT OR ITEM IN ALL OTHER SCHEDULES REQUIRING
SUCH DISCLOSURE AND FOR PURPOSES OF ALL OTHER REPRESENTATIONS AND WARRANTIES
MADE BY THE STOCKHOLDER HEREIN, PROVIDED THAT IT IS REASONABLY EVIDENT THAT SUCH
FACT OR ITEM RELATES TO SUCH OTHER SCHEDULE OR SCHEDULES.
MATTERS REFLECTED IN
THE SCHEDULES HERETO ARE NOT NECESSARILY MATERIAL OR LIMITED TO MATTERS REQUIRED
BY THIS AGREEMENT TO BE DISCLOSED HEREIN OR THEREIN, AND MAY BE PROVIDED FOR
INFORMATIONAL PURPOSES ONLY.
SECTION 8
ADDITIONAL COVENANTS AND UNDERTAKINGS
8.1
EFFORTS TO CONSUMMATE; FURTHER ASSURANCES AND ASSISTANCE.
BETWEEN
THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, STOCKHOLDER AND PARENT WILL USE
THEIR RESPECTIVE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE CONDITIONS
SPECIFIED IN SECTIONS 10.1 AND 10.2 RESPECTIVELY TO BE SATISFIED; PROVIDED THAT
PARENT SHALL BE UNDER NO OBLIGATION TO ENTER INTO THE WORKING CAPITAL FACILITY
IF THE TERMS (INCLUDING AVAILABLE AMOUNTS) OF SUCH FACILITY ARE NOT ACCEPTABLE
TO PARENT (SUBJECT TO THE STOCKHOLDER'S RIGHT UNDER SECTION 13 HEREOF).
EACH OF
PARENT AND MERGER SUB, ON THE ONE HAND, AND THE STOCKHOLDER AND THE COMPANY, ON
THE OTHER HAND, AGREE THAT IT WILL EXECUTE AND DELIVER TO THE OTHER PARTIES ANY
AND ALL DOCUMENTS, IN ADDITION TO THOSE EXPRESSLY PROVIDED FOR HEREIN, THAT MAY
BE NECESSARY OR APPROPRIATE TO CONSUMMATE THE MERGER AND IMPLEMENT THE
PROVISIONS AND CONTEMPLATED TRANSACTIONS OF THIS AGREEMENT, WHETHER BEFORE, AT
OR AFTER THE EFFECTIVE TIME.
THE PARTIES AGREE TO COOPERATE WITH EACH OTHER TO
ANY EXTENT REASONABLY REQUIRED IN ORDER TO ACCOMPLISH FULLY THE TRANSACTIONS
HEREIN CONTEMPLATED.
8.2
ACCESS TO INFORMATION.
(A)
THE STOCKHOLDER SHALL (AND SHALL CAUSE THE SURVIVING CORPORATION
TO) FROM AND AFTER THE DATE OF THIS AGREEMENT AND UNTIL THE CLOSING DATE, GIVE
PARENT AND PARENT'S
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EMPLOYEES, AGENTS, ACCOUNTANTS AND COUNSEL REASONABLE ACCESS UPON REASONABLE
NOTICE DURING NORMAL BUSINESS HOURS, TO ALL OFFICERS, MANAGEMENT LEVEL
EMPLOYEES, OFFICES, PROPERTIES, AGREEMENTS, RECORDS AND AFFAIRS OF THE COMPANY,
AND WILL, AT PARENT'S EXPENSE, PROVIDE COPIES OF SUCH INFORMATION CONCERNING THE
COMPANY AS PARENT MAY REASONABLY REQUEST; PROVIDED, HOWEVER, THAT THE FOREGOING
SHALL NOT PERMIT PARENT OR ANY AGENT THEREOF TO UNREASONABLY INTERFERE WITH OR
DISRUPT THE BUSINESS, AND ACCESS FOR THE PURPOSES OF CONDUCTING AN ENVIRONMENTAL
ASSESSMENT OR INVESTIGATION OF THE PROPERTIES SHALL BE LIMITED TO THE
PERFORMANCE OF A PHASE I ENVIRONMENTAL ASSESSMENT BY A NATIONALLY RECOGNIZED
ENVIRONMENTAL CONSULTANT RETAINED BY PARENT, AT ITS SOLE COST AND EXPENSE, IN
ACCORDANCE WITH THE PROTOCOL ESTABLISHED BY THE AMERICAN SOCIETY FOR TESTING AND
MATERIALS (ASTM), STANDARD PRACTICE FOR ENVIRONMENTAL SITE ASSESSMENTS: PHASE I
ENVIRONMENTAL