DEEMED
PRIMARY COVERAGE FOR ANY SUCH LOSS AND SELLER, PARENT AND THEIR AFFILIATES AGREE
TO COOPERATE WITH THE BUYER IN FILING AND PROSECUTING ANY CLAIM OF LOSS RELATING
TO SUCH MATTERS.
FOR A PERIOD OF NOT MORE THAN THREE (3) YEARS FOLLOWING THE
EFFECTIVE DATE, BUYER AGREES TO MAINTAIN GENERAL LIABILITY INSURANCE IN THE
AMOUNT OF $1,000,000 PER CLAIM AND $1,000,000 IN THE AGGREGATE; AND, UPON
WRITTEN REQUEST BY THE SELLER, BUYER WILL PROVIDE SELLER
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WITH CERTIFICATES OF INSURANCE NAMING SELLER OR ITS AFFILIATED COMPANIES AS
ADDITIONAL INSUREDS IN ORDER TO ENSURE THAT BUYER IS ABLE TO MEET ITS
INDEMNIFICATION OBLIGATIONS HEREUNDER.
4.6
FURTHER ASSURANCES.
EACH OF THE PARTIES
AGREE TO USE THEIR BEST EFFORTS TO TIMELY SATISFY ANY CONDITIONS TO CLOSING
PROVIDED FOR HEREIN AND TO ASSIST EACH OTHER IN DOING SUCH THINGS AND MATTERS AS
ARE REQUIRED TO CONSUMMATE THE TRANSACTIONS PROVIDED FOR HEREIN.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER AND PARENT AGREE TO ASSIST
THE BUYER IN PROCURING TIMELY TRANSFER OF ALL ASSIGNED CONTRACTS (INCLUDING
LICENSES, AUTHORIZED TRAINING CENTER AGREEMENTS, VENDOR CONTRACTS AND SOFTWARE
LICENSES).
4.7
ANNOUNCEMENTS; CONFIDENTIALITY.
THE PARTIES
(OR CERTAIN OF THE PARTIES OR THEIR PREDECESSORS) HAVE PREVIOUSLY EXECUTED A
CONFIDENTIALITY AGREEMENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREIN.
AS OF THE EFFECTIVE DATE, SAID CONFIDENTIALITY AGREEMENT SHALL BE OF NO
FURTHER FORCE OR EFFECT AND, INSTEAD, THE PARTIES AGREE AS FOLLOWS:
(A)
CONFIDENTIALITY AGREEMENT.
EXCEPT TO THE
EXTENT OF THE REPRESENTATIONS AND WARRANTIES PROVIDED FOR IN THIS AGREEMENT, NO
PARTY SHALL HAVE ANY LIABILITY TO THE OTHER BASED ON ANY CLAIM THAT THE
INFORMATION PROVIDED BY SUCH PARTY PURSUANT TO THE CONFIDENTIALITY AGREEMENT WAS
UNTRUE, INCOMPLETE OR MISLEADING IN ANY WAY.
RATHER, THE PARTIES SHALL BE
ENTITLED TO RELY ONLY UPON THE REPRESENTATIONS AND WARRANTIES SET FORTH OR
PROVIDED FOR IN THIS AGREEMENT.
(B)
PUBLIC ANNOUNCEMENTS.
THE SELLER AND PARENT,
ON THE ONE HAND, AND BUYER AND OWNERS, ON THE OTHER HAND, WILL CONSULT WITH EACH
OTHER BEFORE ISSUING ANY PRESS RELEASE OR OTHERWISE MAKING ANY PUBLIC STATEMENT
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND SHALL NOT ISSUE ANY
SUCH PRESS RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT WITHOUT THE APPROVAL OF THE
OTHERS, UNLESS COUNSEL HAS ADVISED SUCH PARTY THAT SUCH RELEASE OR OTHER PUBLIC
STATEMENT MUST BE ISSUED IMMEDIATELY AND THE ISSUING PARTY HAS NOT BEEN ABLE,
DESPITE ITS GOOD FAITH EFFORTS, TO SECURE THE PRIOR APPROVAL OF THE OTHER
PARTIES.
SECTION 5
REPRESENTATIONS AND
WARRANTIES OF SELLER AND PARENT.
EACH OF SELLER AND/OR PARENT, OR WHICHEVER
THEREOF IS REFERRED TO OR AS THE CIRCUMSTANCES REQUIRE (AND, IF BOTH, THEN
JOINTLY AND SEVERALLY), REPRESENTS AND WARRANTS TO THE BUYER AND OWNERS AS
FOLLOWS:
5.1
ORGANIZATION AND EXISTENCE.
SELLER AND
PARENT ARE DELAWARE CORPORATIONS, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND EACH HAS ALL NECESSARY
CORPORATE POWER TO OWN ITS ASSETS (INCLUDING THE PURCHASED ASSETS) AND TO
OPERATE ITS BUSINESS (INCLUDING THE BUSINESS) AS NOW OWNED AND