ANY OF THEM PRIOR TO OR AS OF THE CLOSING.
ALL SUCH TAX
RETURNS ARE, OR WILL BE AT THE TIME OF FILING, TRUE, COMPLETE AND CORRECT IN ALL
MATERIAL RESPECTS.
(B)
BUYER HAS PAID (OR HAS HAD PAID ON ITS BEHALF), OR WHERE PAYMENT
IS NOT YET DUE, HAS ESTABLISHED (OR HAS HAD ESTABLISHED ON ITS BEHALF), OR WILL
ESTABLISH OR CAUSE TO BE ESTABLISHED ON OR BEFORE THE CLOSING, AN ADEQUATE
ACCRUAL FOR THE PAYMENT OF, ALL MATERIAL TAXES DUE WITH RESPECT TO ANY PERIOD
ENDING PRIOR TO OR AS OF THE CLOSING.
ARTICLE V.
COVENANTS
Seller and Buyer covenant and agree with each other as follows:
5.1
ACCESS AND INVESTIGATION.
WITHOUT LIMITING SELLER'S OBLIGATIONS
PURSUANT TO SECTION 5.9, BETWEEN THE DATE OF THIS AGREEMENT THROUGH THE EARLIER
OF THE CLOSING DATE OR THE VALID TERMINATION OF THIS AGREEMENT IN ACCORDANCE
WITH ARTICLE X, SELLER SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, (A)
AFFORD BUYER AND ITS REPRESENTATIVES REASONABLE ACCESS DURING NORMAL BUSINESS
HOURS, IN A MANNER THAT DOES NOT UNREASONABLY INTERFERE WITH SELLER'S BUSINESS
AND OPERATIONS, TO ITS PERSONNEL, PROPERTIES, CONTRACTS, BOOKS AND RECORDS,
SELLER PLANS AND OTHER
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DOCUMENTS AND DATA RELATED TO THE PURCHASED BUSINESS AND THE PURCHASED ASSETS,
(B) FURNISH BUYER AND ITS REPRESENTATIVES WITH COPIES OF ALL SUCH CONTRACTS,
BOOKS AND RECORDS, SELLER PLANS AND OTHER EXISTING DOCUMENTS AND DATA RELATED TO
THE PURCHASED BUSINESS AS THEY MAY REASONABLY REQUEST AND (C) FURNISH BUYER AND
ITS REPRESENTATIVES WITH SUCH ADDITIONAL FINANCIAL, OPERATING AND OTHER DATA AND
INFORMATION RELATED TO THE PURCHASED BUSINESS AS THEY MAY REASONABLY REQUEST;
PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL REQUIRE SELLER TO FURNISH
TO BUYER OR PROVIDE BUYER WITH ACCESS TO ANY MARKETING INFORMATION, PRICING
INFORMATION OR OTHER SENSITIVE COMPETITIVE INFORMATION THE REVIEW OF WHICH LEGAL
COUNSEL TO BUYER OR SELLER, AS APPLICABLE, REASONABLY CONCLUDES MAY GIVE RISE TO
LIABILITY UNDER ANTITRUST LAWS; PROVIDED, FURTHER THAT ANY INVESTIGATION
PURSUANT TO THIS SECTION SHALL BE CONDUCTED IN SUCH MANNER AS NOT TO
UNREASONABLY INTERFERE WITH THE CONDUCT OF SELLER'S BUSINESS.
IN ADDITION,
SELLER SHALL BE ENTITLED TO REDACT THE RELEVANT PORTIONS OF THE BOOKS AND
RECORDS THAT RELATE TO THE RETAINED BUSINESS.
5.2
CONDUCT OF PURCHASED BUSINESS.
PRIOR TO THE CLOSING, EXCEPT AS
REQUESTED OR CONSENTED TO BY BUYER IN WRITING, SELLER SHALL, AND SHALL CAUSE
EACH OF ITS SUBSIDIARIES TO, CONDUCT THE PURCHASED BUSINESS ONLY IN THE ORDINARY
COURSE OF BUSINESS, AND TO USE BEST EFFORTS TO PRESERVE INTACT THE PURCHASED
BUSINESS AND ITS RELATIONSHIPS WITH ITS EMPLOYEES, SUPPLIERS, DISTRIBUTORS,
DEALERS AND OTHERS HAVING BUSINESS RELATIONSHIPS WITH IT.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EXCEPT AS SPECIFICALLY CONTEMPLATED BY THIS
AGREEMENT OR THE ANCILLARY AGREEMENTS, OR AS SET FORTH ON SCHEDULE 5.2, SELLER
SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, DO ANY OF THE
FOLLOWING WITH RESPECT TO THE PURCHASED BUSINESS AND THE PURCHASED ASSETS
WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR