EACH OTHER WITH RESPECT TO THE MAKING OF ALL FILINGS AND OBTAINING ALL
CONSENTS AND EACH PARTY WILL KEEP THE OTHERS APPRISED OF THE STATUS OF MATTERS
RELATING THERETO.
TO THE EXTENT PERMITTED BY LAW, THE SELLER AND ITS
AFFILIATES, AS APPLICABLE, AND BUYER SHALL PROMPTLY FURNISH EACH OTHER WITH
COPIES OF WRITTEN COMMUNICATIONS RECEIVED FROM OR DELIVERED BY ANY OF THEM TO
ANY GOVERNMENTAL BODY, AGENCY, INVESTOR OR OTHER THIRD PARTY IN RESPECT OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
5.5
PRESS RELEASES.
(A)
THE SHAREHOLDER, SELLER AND BUYER SHALL PROVIDE EACH OTHER WITH COPIES OF
ALL NEWS RELEASES AND OTHER PUBLIC INFORMATION DISCLOSURES MADE BY THEM OR THEIR
AFFILIATES WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY PRIOR TO THEIR DISTRIBUTION; PROVIDED, HOWEVER, NO PARTY HERETO (OR THEIR
RESPECTIVE AFFILIATES) SHALL MAKE ANY PUBLIC ANNOUNCEMENT OR DISCLOSURE WITHOUT
THE PRIOR APPROVAL OF THE OTHER PARTY, EXCEPT WHERE DISCLOSURE IS, IN THE
WRITTEN OPINION OF COUNSEL TO THE PARTY SEEKING TO DISCLOSE, REQUIRED BY LAW,
AND PRIOR NOTICE OF SUCH DISCLOSURE OR ANNOUNCEMENT IS TO THE EXTENT PERMITTED
BY LAW PROVIDED TO THE OTHER PARTIES.
(B)
NOTWITHSTANDING SECTION 5.5(A), BUYER AND THE SELLER ARE EXPRESSLY
AUTHORIZED TO PUBLISH SUCH DETAILS OF THIS AGREEMENT AS MAY BE REQUIRED TO MEET
ANY OF THEIR OR THEIR AFFILIATES' REPORTING OR DISCLOSURE OBLIGATIONS TO THEIR
SHAREHOLDERS AND/OR REGULATORS, INCLUDING, WITHOUT LIMITATION, THE SECURITIES
AND EXCHANGE COMMISSION, THE NEW YORK STOCK EXCHANGE, AND ANY STATE SECURITIES
AUTHORITY, OR TO SATISFY ANY REQUIREMENTS OF FEDERAL, STATE, OR LOCAL
AUTHORITIES NECESSARY TO CONSUMMATE THE ACQUISITION.
UPON ANY SUCH DISCLOSURE,
BUYER WILL PROVIDE NOTICE OF SUCH DISCLOSURE TO SELLER.
5.6
SUPPLEMENTS TO DISCLOSURE SCHEDULE.
FROM
TIME TO TIME PRIOR TO THE CLOSING DATE, SELLER SHALL PROMPTLY SUPPLEMENT AND
AMEND THE DISCLOSURE SCHEDULE OF THIS AGREEMENT TO REFLECT ANY MATTER HEREAFTER
ARISING THAT WOULD MAKE ANY REPRESENTATION OR WARRANTY SET FORTH IN ARTICLE III
INACCURATE IN ANY MATERIAL RESPECT.
13
(A)
IF THE ACQUISITION IS NOT CONSUMMATED, FOR PURPOSES OF DETERMINING THE
FULFILLMENT OF THE CONDITION SET FORTH IN SECTION 7.3(A) AS OF THE CLOSING DATE
AND THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III,
THE DISCLOSURE SCHEDULE SHALL BE DEEMED TO INCLUDE ONLY THE INFORMATION
CONTAINED THEREIN ON THE DATE OF THIS AGREEMENT AND SHALL BE DEEMED TO EXCLUDE
ANY INFORMATION CONTAINED IN ANY SUBSEQUENT SUPPLEMENT OR AMENDMENT THERETO.
IF
THE ACQUISITION IS NOT CONSUMMATED, DELIVERY OF ANY SUPPLEMENTAL DISCLOSURE
SCHEDULES PURSUANT TO THIS SECTION WILL NOT AFFECT THE RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER.
(B)
IF THE ACQUISITION IS CONSUMMATED, FOR PURPOSES OF DETERMINING THE
FULFILLMENT OF THE CONDITION SET FORTH IN SECTION 7.3(A) AND THE ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III, THE DISCLOSURE
SCHEDULES SHALL BE DEEMED TO INCLUDE ALL INFORMATION CONTAINED IN ANY SUPPLEMENT
OR AMENDMENT THERETO MADE BEFORE THE CLOSING DATE.
ARTICLE VI
POST-CLOSING COVENANTS
6.1
DIVISION EMPLOYEES.
(A)
ALL OF THE DIVISION'S EMPLOYEES (A LIST OF WHICH WAS PREVIOUSLY PROVIDED TO
BUYER BY