copies of notice or other
communications received by Parent or the Company, as the case may be, or any of
its Subsidiaries, from any third party and/or any Governmental Entity with
respect to the Merger and the other transactions contemplated by this
Agreement.
The Company and Parent each shall give prompt notice to the other of
any change that is reasonably likely to result in a Company Material Adverse
Effect or Parent Material Adverse Effect, respectively.
(g)
The Company shall promptly furnish Parent with copies of any
notices and other communications received by the Company or any of its
Subsidiaries from any third party and/or any Governmental Entity with respect to
the Company's and its Subsidiaries' licenses, certificates, permits or other
authorizations from or of Governmental Entities and any applications relating
thereto, unless the Company reasonably determines that furnishing such copies
would violate the terms of a written confidentiality obligation of the Company
to such third party or applicable law.
-34-
6.6.
TAXATION.
PARENT AND COMPANY INTEND THE MERGER TO QUALIFY AS A
REORGANIZATION WITHIN THE MEANING OF SECTION 368(A) OF THE CODE.
SUBJECT TO
SECTION 6.2, EACH PARTY WILL (AND WILL CAUSE ITS SUBSIDIARIES TO) BOTH BEFORE
AND AFTER THE EFFECTIVE TIME, (I) USE REASONABLE EFFORTS TO CAUSE THE MERGER TO
SO QUALIFY; (II) REFRAIN FROM TAKING ANY ACTION THAT WOULD REASONABLY BE
EXPECTED TO CAUSE THE AGREEMENT TO FAIL TO SO QUALIFY; AND (III) TAKE THE
POSITION FOR ALL U.S. FEDERAL INCOME TAX PURPOSES THAT THE MERGER SO QUALIFIES.
6.7.
ACCESS.
UPON REASONABLE NOTICE, AND EXCEPT AS MAY OTHERWISE BE
REQUIRED BY APPLICABLE LAW, THE COMPANY AND PARENT EACH SHALL (AND SHALL CAUSE
ITS SUBSIDIARIES TO) AFFORD THE OTHER'S OFFICERS, EMPLOYEES, COUNSEL,
ACCOUNTANTS AND OTHER AUTHORIZED REPRESENTATIVES ("REPRESENTATIVES") REASONABLE
ACCESS, DURING NORMAL BUSINESS HOURS THROUGHOUT THE PERIOD PRIOR TO THE
EFFECTIVE TIME, TO ITS PROPERTIES, BOOKS, CONTRACTS AND RECORDS AND, DURING SUCH
PERIOD, EACH SHALL (AND SHALL CAUSE ITS SUBSIDIARIES TO) FURNISH PROMPTLY TO THE
OTHER ALL INFORMATION CONCERNING ITS BUSINESS, PROPERTIES AND PERSONNEL AS MAY
REASONABLY BE REQUESTED, PROVIDED THAT NO INVESTIGATION PURSUANT TO THIS
SECTION SHALL AFFECT OR BE DEEMED TO MODIFY ANY REPRESENTATION OR WARRANTY MADE
BY THE COMPANY, PARENT OR MERGER SUB, AND PROVIDED, FURTHER, THAT THE FOREGOING
SHALL NOT REQUIRE THE COMPANY OR PARENT TO PERMIT ANY INSPECTION, OR TO DISCLOSE
ANY INFORMATION, THAT IN THE REASONABLE JUDGMENT OF THE COMPANY OR PARENT, AS
THE CASE MAY BE, WOULD RESULT IN THE DISCLOSURE OF ANY TRADE SECRETS OF THIRD
PARTIES OR VIOLATE ANY OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIALITY IF THE
COMPANY OR PARENT, AS THE CASE MAY BE, SHALL HAVE USED COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN THE CONSENT OF SUCH THIRD PARTY TO SUCH INSPECTION OR
DISCLOSURE.
ALL REQUESTS FOR INFORMATION MADE PURSUANT TO THIS SECTION SHALL BE
DIRECTED TO AN EXECUTIVE OFFICER OF THE COMPANY OR PARENT, AS THE CASE MAY BE,
OR SUCH PERSON AS MAY BE DESIGNATED BY EITHER OF ITS OFFICERS, AS THE CASE MAY
BE.