BUYER, AN ORDER OR OTHER ASSURANCE THAT CONFIDENTIAL
TREATMENT WILL BE ACCORDED TO SUCH PORTION OF THE CONFIDENTIAL INFORMATION
REQUIRED TO BE DISCLOSED AS THE BUYER SHALL DESIGNATE.
(C)
FOR THE PURPOSES OF THIS SECTION 6.4, THE TERM "CONFIDENTIAL
INFORMATION" SHALL MEAN ALL INFORMATION ACQUIRED BY THE SELLERS FROM THE
ACQUIRED ENTITIES OR THEIR REPRESENTATIVES WITH RESPECT TO THE BUSINESS OF THE
ACQUIRED ENTITIES OTHER THAN INFORMATION GENERALLY AVAILABLE TO THE PUBLIC
IMMEDIATELY PRIOR TO THE TIME OF DISCLOSURE (OTHER THAN AS A RESULT OF
DISCLOSURE BY THE SELLERS OR THEIR REPRESENTATIVES IN VIOLATION OF THIS
PARAGRAPH) AND INFORMATION THAT BECOMES AVAILABLE TO THE SELLERS ON A
NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE ACQUIRED ENTITIES OR THEIR
REPRESENTATIVES (PROVIDED THAT SUCH SOURCE IS NOT KNOWN BY THE SELLERS TO BE
BOUND BY A CONFIDENTIALITY AGREEMENT WITH, OR OTHER OBLIGATION OF SECRECY TO THE
ACQUIRED ENTITIES).
SECTION 6.5
WITHHOLDING TAX.
EACH OF THE SELLERS WHO IS NOT A
RESIDENT OF THE UNITED STATES FOR PURPOSES OF THE CODE OR HAS NOT OTHERWISE
DELIVERED A UNITED STATES TAXPAYER IDENTIFICATION NUMBER TO THE BUYER PRIOR TO
THE CLOSING DATE (EACH SUCH PERSON REFERRED TO HEREIN AS A "NON-RESIDENT
SELLER") IN RESPECT OF THE DISPOSITION OF THE NON-RESIDENT SELLER'S GRANT COMMON
STOCK, ACKNOWLEDGES THAT THE BUYER SHALL BE ENTITLED TO DEDUCT AN AMOUNT FROM
THE ALLOCATED PORTION OF THE PURCHASE PRICE PAYABLE BY THE BUYER TO THE
NON-RESIDENT SELLER ON THE CLOSING DATE UP TO 30% OF SUCH ALLOCATED PURCHASE
PRICE, PROVIDED THAT A CORRESPONDING AMOUNT OF ANY SUCH DEDUCTION (THE "WITHHELD
AMOUNT") SHALL BE REMITTED BY THE BUYER TO THE IRS WITHIN 30 DAYS OF THE CLOSING
DATE OR SUCH EARLIER TIME AS MAY BE REQUIRED BY APPLICABLE LEGAL REQUIREMENTS.
THE FOREGOING REMITTANCE OF THE WITHHELD AMOUNT TO THE IRS SHALL SATISFY THE
BUYER'S PAYMENT OBLIGATION IN RESPECT OF THE CORRESPONDING PORTION OF THE
PURCHASE PRICE PAYABLE TO THE NON-RESIDENT SELLER.
ARTICLE VII.
CONDITIONS TO OBLIGATIONS TO CLOSE
SECTION 7.1
CONDITIONS TO OBLIGATIONS OF THE BUYER.
THE OBLIGATION
OF THE BUYER TO CONSUMMATE THE TRANSACTIONS TO BE PERFORMED BY IT IN CONNECTION
WITH THE CLOSING IS SUBJECT TO SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
ALL OF THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS MADE IN
THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT WITH
RESPECT TO ANY SUCH REPRESENTATIONS OR WARRANTIES THAT INCLUDE THE WORD
"MATERIAL" OR WORDS OF SIMILAR IMPORT, AS TO WHICH THEY SHALL BE TRUE AND
CORRECT IN ALL RESPECTS) AS OF THE CLOSING TIME (UNLESS SUCH REPRESENTATION OR
WARRANTY EXPRESSLY REFERS TO AN EARLIER TIME) WITH THE SAME EFFECT AS IF MADE AT
AND AS OF THE CLOSING TIME, EXCEPT TO THE EXTENT THAT ANY BREACH OF SUCH
REPRESENTATIONS AND WARRANTIES ARISES FROM THE ACTIONS OF THE SELLERS OR THE
CORPORATION WHICH ARE REQUIRED BY THIS AGREEMENT OR ARE CONSENTED TO BY THE
BUYER;
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(B)
THE SELLERS SHALL HAVE COMPLIED WITH AND PERFORMED IN ALL MATERIAL
RESPECTS ALL OF THEIR OBLIGATIONS