(which comments the disclosing party shall not
unreasonably refuse to incorporate into such release or public announcement,
except where such public statement is a filing under the federal securities
laws, in which case the disclosing party may refuse to incorporate such comments
in its sole discretion) at least two (2) Business Days prior to the time the
release or statement is made public). Nothing in this Section 5.5 shall be
construed to require Seller or the Company to consult with, or obtain the prior
approval of, Buyer with respect to any internal communications made prior to the
Closing by Seller or the Company to the Company's employees.
SECTION 5.6
EXPENSES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREIN ARE CONSUMMATED, ALL COSTS
AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREIN SHALL BE PAID BY THE PARTY INCURRING SUCH EXPENSE. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY SHALL PAY ALL LEGAL,
ACCOUNTING AND INVESTMENT BANKING FEES, AND OTHER FEES TO CONSULTANTS AND
ADVISORS INCURRED BY IT, RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREIN (IT BEING UNDERSTOOD THAT EXPENSES INCURRED DIRECTLY BY THE
COMPANY SHALL BE PAID BY THE COMPANY AND APPROPRIATELY ACCOUNTED FOR IN THE
CALCULATION OF THE PURCHASE PRICE). BUYER SHALL PAY ALL REGULATORY FILING FEES
REQUIRED IN CONNECTION WITH SECTION 4.3 AND SECTION 5.3 OF THIS AGREEMENT.
SELLER SHALL BEAR ALL EXPENSES IN RESPECT OF THE COMPANY'S REDEMPTION OF THE
FINANCIAL DEBT AS CONTEMPLATED BY SECTION 6.1(G) OF THIS AGREEMENT. IN THE EVENT
OF TERMINATION OF THIS AGREEMENT, THE OBLIGATION OF EACH PARTY TO PAY ITS OWN
EXPENSES WILL BE SUBJECT TO ANY RIGHTS OF SUCH PARTY ARISING FROM A BREACH OF
THIS AGREEMENT BY THE OTHER PARTY.
SECTION 5.7
FURTHER ASSURANCES. TO THE EXTENT PERMISSIBLE UNDER LAW
AND THE POLICIES, PRACTICES, PROCEDURES AND DIRECTIONS OF EACH RELEVANT
GOVERNMENTAL ENTITY, AND SUBJECT TO SECTION 7.1(C), AT ANY TIME AND FROM TIME TO
TIME AFTER THE CLOSING DATE, THE PARTIES HERETO AGREE TO (A) FURNISH UPON
REQUEST TO EACH OTHER SUCH FURTHER ASSURANCES, INFORMATION, DOCUMENTS,
INSTRUMENTS OF TRANSFER OR ASSIGNMENT, FILES AND BOOKS AND RECORDS, (B) PROMPTLY
EXECUTE, ACKNOWLEDGE, AND DELIVER ANY SUCH FURTHER ASSURANCES, INFORMATION,
DOCUMENTS, INSTRUMENTS OF TRANSFER OR ASSIGNMENT, FILES AND BOOKS AND RECORDS,
AND (C) DO ALL SUCH FURTHER ACTS AND THINGS, ALL AS SUCH OTHER PARTY MAY
REASONABLY REQUEST FOR THE PURPOSE OF CARRYING OUT THE INTENT OF THIS AGREEMENT
AND THE DOCUMENTS REFERRED TO HEREIN.
SECTION 5.8
NOTIFICATION. BETWEEN THE DATE OF THIS AGREEMENT AND THE
CLOSING DATE, SELLER, ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, SHALL
PROMPTLY NOTIFY THE OTHER IN WRITING IF IT BECOMES AWARE OF ANY FACT OR
CONDITION THAT CAUSES OR CONSTITUTES A BREACH OF ANY OF ITS REPRESENTATIONS AND
WARRANTIES AS OF THE DATE OF THIS AGREEMENT, OR IF IT BECOMES AWARE OF THE
OCCURRENCE AFTER THE DATE OF THIS AGREEMENT OF ANY FACT OR CONDITION THAT IT
REASONABLY EXPECTS TO (EXCEPT