THE OTHER PARTY MAY, AT ITS
EXPENSE, ARRANGE TO PICK UP SUCH BOOKS AND RECORDS FROM THE PARTY IN POSSESSION
THEREOF.
5.4
FURTHER ASSURANCES.
EACH OF THE PARTIES AGREES TO USE ITS
COMMERCIALLY REASONABLE 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, SELLER AND PARENT AGREE TO ASSIST THE
BUYER IN PROCURING THE TIMELY TRANSFER OF ALL ASSIGNED CONTRACTS (INCLUDING
LICENSES, AUTHORIZED TRAINING CENTER AGREEMENTS, VENDOR CONTRACTS AND SOFTWARE
LICENSES).
5.5
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 AND ANY AGREEMENTS AND INSTRUMENTS DELIVERED PURSUANT TO THIS
AGREEMENT.
(B)
PUBLIC ANNOUNCEMENTS.
SELLER AND PARENT, ON THE ONE HAND, AND
BUYER, 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
20
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.
5.6
FINANCIAL AUDIT COOPERATION.
BUYER SHALL PROVIDE REASONABLE
ASSISTANCE TO SELLER AND PARENT REGARDING THE 2006 AND 2007 FINANCIAL AUDITS FOR
PARENT, WHICH ASSISTANCE SHALL INCLUDE GATHERING DOCUMENTATION, PROVIDING
REQUESTED ACCOUNT ANALYSIS AND GENERALLY RESPONDING TO INQUIRES FROM SELLER'S
OUTSIDE AUDITORS; PROVIDED, HOWEVER, SELLER SHALL REIMBURSE BUYER FOR ANY
OUT-OF-POCKET EXPENSE INCURRED BY BUYER IN CONNECTION WITH THE RENDERING OF SUCH
ASSISTANCE.
5.7
TRANSITION SERVICES.
(A)
TEMPORARY WORKSPACE FOR ACCOUNTING EMPLOYEES.
BUYER AGREES TO
ALLOW [************************], EACH OF WHOM ARE EMPLOYEES OF SELLER AND SHALL
CONTINUE TO BE EMPLOYEES OF SELLER AFTER THE EFFECTIVE DATE (COLLECTIVELY THE
"ACCOUNTING EMPLOYEES"), TO MAINTAIN WORKSPACES IN THE LEASED PREMISES THROUGH
SEPTEMBER 30, 2007 AT NO CHARGE TO SELLER FOR SUCH WORKSPACE IN ORDER TO PERFORM
CERTAIN ACCOUNTING SERVICES FOR SELLER.
SELLER AGREES TO BE RESPONSIBLE FOR ALL
PAYROLL, BENEFITS AND OTHER EMPLOYEE-RELATED EXPENSES ASSOCIATED WITH THE
ACCOUNTING EMPLOYEES.
(B)
CMS CONVERSION.
SELLER AGREES THAT, EFFECTIVE AS OF THE EFFECTIVE
DATE, AND CONTINUING UNTIL THE LATER OF SEPTEMBER 30, 2007, OR THE