OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(D)
INVESTIGATIONS; LITIGATION.
NO INVESTIGATION OR REVIEW BY ANY
GOVERNMENTAL ENTITY WITH RESPECT TO BUYER IN CONNECTION WITH ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS PENDING OR, TO THE BEST OF
BUYER'S KNOWLEDGE, THREATENED, NOR HAS ANY GOVERNMENTAL ENTITY INDICATED TO
BUYER AN INTENTION TO CONDUCT THE SAME.
THERE IS NO ACTION, SUIT OR PROCEEDING
PENDING OR, TO THE BUYER'S KNOWLEDGE, THREATENED AGAINST OR AFFECTING BUYER BY
ANY FEDERAL, STATE, MUNICIPAL OR OTHER GOVERNMENTAL DEPARTMENT, COMMISSION,
BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, WHICH EITHER INDIVIDUALLY OR IN THE
AGGREGATE, DOES OR IS LIKELY TO RESULT IN ANY MATERIAL ADVERSE CHANGE IN THE
FINANCIAL CONDITION, PROPERTIES OR BUSINESSES OF BUYER.
2.4.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS
AND WARRANTIES SET FORTH HEREIN SHALL BE TRUE AS OF THE DATE OF THIS AGREEMENT
AND THE CLOSING DATE AND SHALL SURVIVE THE CLOSING AS SET FORTH HEREIN.
ALL
REPRESENTATIONS AND WARRANTIES RELATING TO OWNERSHIP (INCLUDING, WITHOUT
LIMITATION, OWNERSHIP OF THE COMPANY OR ANY OF THE UNDERLYING COMPANY ASSETS) OR
AUTHORITY OF THE SHAREHOLDERS TO ENTER INTO ANY OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT SHALL SURVIVE INDEFINITELY.
ALL REPRESENTATIONS AND
WARRANTIES RELATING TO TAXES, ENVIRONMENTAL MATTERS, EMPLOYEE BENEFITS OR OTHER
EMPLOYMENT MATTERS SHALL SURVIVE, IN EACH CASE, FOR THIRTY (30) DAYS AFTER THE
EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS FOR SUCH MATTERS.
ALL OTHER
REPRESENTATIONS AND WARRANTIES SHALL SURVIVE FOR A PERIOD OF TWO (2) YEARS FROM
AND AFTER THE CLOSING DATE.
ARTICLE 3
ADDITIONAL AGREEMENTS
3.1.
FURTHER ASSURANCES.
FROM TIME TO TIME, AS AND WHEN REQUESTED BY
ANY PARTY HERETO, ANY OTHER PARTY HERETO SHALL EXECUTE AND DELIVER, OR CAUSE TO
BE EXECUTED AND DELIVERED, SUCH DOCUMENTS AND INSTRUMENTS AND SHALL TAKE, OR
CAUSE TO BE TAKEN, SUCH FURTHER OR OTHER ACTIONS AS MAY BE REASONABLY NECESSARY
TO EFFECTUATE THE TRANSACTIONS CONTEMPLATED HEREBY.
21
3.2.
PUBLIC ANNOUNCEMENTS.
EXCEPT AS MUTUALLY AGREED, NEITHER BUYER,
THE SHAREHOLDERS, THE INDIVIDUALS NOR ANY OF THEIR RESPECTIVE AFFILIATES OR
AGENTS SHALL ISSUE ANY PRESS RELEASE OR PUBLIC ANNOUNCEMENT REGARDING THE
EXECUTION OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.
THE
SHAREHOLDERS HEREBY CONSENT TO BUYER'S ISSUANCE OF A PRESS RELEASE ANNOUNCING
THE COMPLETION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
3.3.
BUYER'S TAX ELECTION.
BUYER WILL CONDUCT A VALUATION OF THE
COMPANY SHARES FOR PURPOSES OF ALLOCATING THE PURCHASE PRICE.
BUYER AND THE
SHAREHOLDERS AGREE TO MAKE A SECTION 338(H)(10) ELECTION UNDER THE CODE WITH
RESPECT TO THE ACQUISITION OF THE COMPANY SHARES.
THE SHAREHOLDERS AGREE TO PAY
ALL TAXES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ANY TAXES GENERATED UNDER SECTION 338(H)(10) OR
SECTION 1374 OF THE CODE AND ANY OTHER FEDERAL, STATE OR LOCAL TAXES.
3.4.
ENVIRONMENTAL ASSESSMENTS AND CLEANUP.
BUYER MAY CONDUCT SUCH
PHASE I ENVIRONMENTAL ASSESSMENTS WITH RESPECT TO THE OWNED REAL PROPERTY AND
ANY OTHER REAL PROPERTY LISTED ON SCHEDULE 2.1(H) HEREOF AS IT DEEMS PRUDENT.
IN ADDITION, BUYER MAY CONDUCT PHASE II ENVIRONMENTAL ASSESSMENTS