SHALL
HAVE ANY CLAIM, ACTION OR OTHER RIGHT AGAINST ANY OTHER PARTY WITH RESPECT TO
ANY FUNDS, ACCOUNTS OR OTHER ASSETS (OR THE PROCEEDS THEREOF) THAT WERE SUBJECT
TO OR AROSE OUT OF ANY INTERCOMPANY BALANCES ON OR PRIOR TO THE CLOSING DATE.
FOR THE AVOIDANCE OF DOUBT, ANY TAXES OF THE MDL GROUP COMPANIES ARISING FROM
SUCH ELIMINATION SHALL BE FOR THE ACCOUNT OF AND PAID BY SELLERS.
(B)
FOR THE PURPOSES OF SETTLING THE CASH AND
CASH EQUIVALENT BALANCES OF THE MDL GROUP COMPANIES AS OF THE CLOSING DATE,
SELLERS AND BUYER AGREE THAT CHECKS RECEIVED BY THE MDL GROUP COMPANIES THROUGH
THE CLOSING DATE AND ENTERED ON ITS BOOKS AS OF THE CLOSING DATE IN THE ORDINARY
COURSE OF BUSINESS, BUT NOT DEPOSITED, SHALL BE THE PROPERTY OF, AND SHALL BE
PROMPTLY DELIVERED TO, SELLERS AND ALL OUTSTANDING CHECKS ISSUED OR PAYMENTS
IN-TRANSIT MADE BY THE MDL GROUP COMPANIES (I.E., AMOUNTS RECORDED BY THE MDL
GROUP COMPANIES IN THEIR RESPECTIVE ACCOUNTING RECORDS THAT HAVE NOT BEEN
DEDUCTED FROM ANY OF THEIR RESPECTIVE BANK ACCOUNTS) AS OF THE CLOSING DATE
SHALL BE DEDUCTED FROM THE AMOUNT OF ALL CASH, CASH EQUIVALENTS AND DEPOSITED
CHECKS IN THE BANK ACCOUNTS OF THE MDL GROUP COMPANIES AS OF THE BUSINESS DAY
IMMEDIATELY PRIOR TO THE CLOSING DATE (EXCLUDING ANY AMOUNTS RECEIVED FROM
BUYER).
SECTION 4.13
ACCESS FOR INTEGRATION PLANNING;
PREPARATION OF FINANCIAL STATEMENTS.
(A)
PRIOR TO THE CLOSING DATE, BUYER SHALL BE
ENTITLED TO HAVE SUCH ACCESS TO THE MDL GROUP COMPANIES AND THE MANAGEMENT
THEREOF AS IS REASONABLE FOR THE PURPOSE OF ASSISTING BUYER IN PLANNING FOR THE
INTEGRATION OF THE BUSINESS FOLLOWING THE CLOSING.
ANY SUCH ACCESS SHALL BE
CONDUCTED DURING THE BUSINESS' REGULAR BUSINESS HOURS AND SHALL BE CONDUCTED IN
ACCORDANCE WITH ALL APPLICABLE LAWS, INCLUDING ALL ANTITRUST AND TRADE LAWS.
IN
CONNECTION WITH SUCH ACCESS, BUYER SHALL COOPERATE WITH SELLERS AND SHALL USE
ITS COMMERCIALLY REASONABLE EFFORTS TO MINIMIZE ANY DISRUPTION TO THE BUSINESS.
NO INFORMATION OR KNOWLEDGE OBTAINED IN CONNECTION WITH SUCH ACCESS, OR IN
CONNECTION WITH ANY OF THE OTHER ACTIVITIES CONTEMPLATED UNDER THIS SECTION
4.13, SHALL AFFECT OR BE DEEMED TO MODIFY ANY REPRESENTATION OR WARRANTY OF
SELLERS CONTAINED IN THIS AGREEMENT, NOR SHALL THE SAME PREJUDICE ANY RIGHT OR
ENTITLEMENT OF ANY INDEMNIFIED PARTY TO INDEMNIFICATION UNDER THIS AGREEMENT.
(B)
BUYER HAS INFORMED SELLERS THAT IT WILL BE
OBLIGATED TO PREPARE AUDITED FINANCIAL STATEMENTS OF THE BUSINESS PREPARED IN
ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") IN
CONNECTION WITH CERTAIN REGULATORY REQUIREMENTS TO WHICH BUYER IS SUBJECT.
SELLERS HAVE AGREED TO ASSIST BUYER IN ITS COMPLIANCE WITH SUCH REGULATORY
REQUIREMENTS SOLELY TO THE EXTENT SPECIFIED IN THIS SECTION 4.13, INCLUDING BY
IMPLEMENTING WITH BUYER THE SPECIAL ARRANGEMENTS SET FORTH IN SCHEDULE 4.13.
IN
CONNECTION WITH THE FOREGOING, SELLERS SHALL USE, AND SHALL CAUSE THE MDL GROUP
COMPANIES TO USE, COMMERCIALLY REASONABLE EFFORTS TO
38
PREPARE, AS SOON AS IS REASONABLY PRACTICABLE AFTER THE DATE HEREOF, THE
FOLLOWING FINANCIAL STATEMENTS OF THE