ANNUAL TAX
ACCOUNTING PERIOD, (III) ADOPT OR CHANGE ANY METHOD OF TAX ACCOUNTING EXCEPT AS
REQUIRED BY APPLICABLE LAW, (IV) MATERIALLY AMEND ANY TAX RETURNS, (V) ENTER
INTO ANY MATERIAL CLOSING AGREEMENT, (VI) SETTLE ANY MATERIAL TAX CLAIM, AUDIT
OR ASSESSMENT, (VII) SURRENDER ANY RIGHT TO CLAIM A MATERIAL TAX REFUND, OFFSET
OR OTHER REDUCTION IN TAX LIABILITY; OR
18
(F)
AGREE TO TAKE ANY OF THE ACTIONS SPECIFIED IN SECTIONS 5.01(A)-(E),
EXCEPT AS CONTEMPLATED BY THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.
SECTION 5.02.
ACCESS TO INFORMATION.
FROM THE DATE OF THIS
AGREEMENT AND THROUGH THE CLOSING, UPON REASONABLE NOTICE, THE COMPANY SHALL
CAUSE ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ACCOUNTANTS
AND COUNSEL, AND SHALL CAUSE ITS SUBSIDIARIES AND EACH OF ITS SUBSIDIARIES'
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ACCOUNTANTS AND COUNSEL
TO: (A) AFFORD THE OFFICERS, EMPLOYEES, AGENTS, ACCOUNTANTS, COUNSEL, AND
REPRESENTATIVES OF THE INVESTOR REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS,
TO THE OFFICES, PROPERTIES, OTHER FACILITIES, BOOKS AND RECORDS OF THE COMPANY
AND EACH OF ITS SUBSIDIARIES AND TO THOSE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, ACCOUNTANTS AND COUNSEL OF THE COMPANY AND OF EACH OF ITS SUBSIDIARIES
WHO HAVE ANY KNOWLEDGE RELATING TO THE COMPANY, OR ANY OF ITS SUBSIDIARIES AND
(B) FURNISH TO THE OFFICERS, EMPLOYEES, AGENTS, ACCOUNTANTS, COUNSEL AND
REPRESENTATIVES OF THE INVESTOR SUCH ADDITIONAL FINANCIAL AND OPERATING DATA AND
OTHER INFORMATION REGARDING THE ASSETS, PROPERTIES, LIABILITIES AND GOODWILL OF
THE COMPANY, ITS SUBSIDIARIES AND THEIR RESPECTIVE BUSINESSES AS THE INVESTOR
MAY FROM TIME TO TIME REASONABLY REQUEST. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, THE COMPANY SHALL NOT BE REQUIRED TO DISCLOSE ANY
INFORMATION TO THE INVESTOR IF SUCH DISCLOSURE WOULD, IN THE COMPANY'S
REASONABLE DISCRETION, (I) CAUSE SIGNIFICANT COMPETITIVE HARM TO ITS BUSINESS
AND THE BUSINESS OF ITS SUBSIDIARIES IF THE TRANSACTIONS CONTEMPLATED HEREBY ARE
NOT CONSUMMATED, (II) JEOPARDIZE ANY ATTORNEY-CLIENT OR OTHER LEGAL PRIVILEGE OR
(III) CONTRAVENE ANY APPLICABLE LAWS, FIDUCIARY DUTY OR BINDING AGREEMENT
ENTERED INTO PRIOR TO THE DATE HEREOF.
SECTION 5.03.
CONFIDENTIALITY.
ALL INFORMATION FURNISHED TO A
PARTY OR ITS ADVISOR BY A PARTY OR ITS ADVISOR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SUBJECT TO, AND THE RECIPIENT OF SUCH
INFORMATION SHALL HOLD ALL SUCH INFORMATION IN CONFIDENCE IN ACCORDANCE WITH,
THE PROVISIONS OF THE CONFIDENTIALITY AGREEMENT.
SECTION 5.04.
FURTHER ACTION; HSR NOTIFICATION.
(A)
THE INVESTOR SHALL USE ITS REASONABLE BEST EFFORTS TO TAKE, OR CAUSE
TO BE TAKEN, ALL APPROPRIATE ACTION TO DO, OR CAUSE TO BE DONE, ALL THINGS
NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAW, AND TO EXECUTE AND DELIVER
SUCH DOCUMENTS AND OTHER PAPERS AS MAY BE REQUIRED TO CARRY OUT THE PROVISIONS
OF THIS AGREEMENT OR OTHERWISE TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AS PROMPTLY AS PRACTICABLE, INCLUDING
(I) OBTAINING FROM GOVERNMENTAL AUTHORITIES ALL CONSENTS, APPROVALS,
AUTHORIZATIONS, QUALIFICATIONS AND ORDERS AS ARE NECESSARY FOR THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY AND (II) PROMPTLY MAKING ALL NECESSARY
FILINGS, AND THEREAFTER MAKING ANY OTHER REQUIRED SUBMISSIONS, WITH