(C)
THE PURCHASER HAS BEEN SUPPLIED WITH A TRUE AND CORRECT COPY OF
EACH WRITTEN MATERIAL CONTRACT, TOGETHER WITH ALL AMENDMENTS, WAIVERS OR OTHER
CHANGES THERETO.
4.18
BROKER FEES.
EXCEPT FOR THE FEES PAYABLE TO CITIGROUP, N.A. AND ITS
AFFILIATES WHICH ARE THE SOLE OBLIGATION OF THE SELLERS, NONE OF THE COMPANY AND
ITS SUBSIDIARIES HAS ANY LIABILITY OR OBLIGATION TO PAY ANY FEES OR COMMISSIONS
TO ANY BROKER, FINDER, OR AGENT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
4.19
BOOKS AND RECORDS.
THE BOOKS OF ACCOUNT, MINUTE BOOKS, STOCK RECORD
BOOKS, AND OTHER RECORDS OF THE COMPANY AND ITS SUBSIDIARIES (THE "BOOKS AND
RECORDS"), ALL OF WHICH HAVE BEEN MADE OR WILL BE AVAILABLE TO PURCHASER, ARE
COMPLETE AND CORRECT IN ALL MATERIAL
16
RESPECTS AND HAVE BEEN MAINTAINED IN ACCORDANCE WITH SOUND BUSINESS PRACTICES,
INCLUDING THE MAINTENANCE OF AN ADEQUATE SYSTEM OF INTERNAL CONTROLS.
AT THE
CLOSING, ALL BOOKS AND RECORDS WILL BE IN THE POSSESSION OF THE COMPANY.
4.20
ACCURACY ON CLOSING DATE.
EACH REPRESENTATION AND WARRANTY SET
FORTH IN THIS SECTION 4 AND ALL INFORMATION CONTAINED IN ANY CERTIFICATE
DELIVERED BY OR ON BEHALF OF THE PURCHASER PURSUANT TO THIS AGREEMENT SHALL BE
TRUE AND CORRECT AS OF THE TIME OF THE CLOSING AS THOUGH THEN MADE (GIVING
EFFECT TO ANY AMENDED AND RESTATED SCHEDULE TO THIS AGREEMENT SUBMITTED TO THE
PURCHASER PRIOR TO THE CLOSING IN ACCORDANCE WITH SECTION 5.4), EXCEPT (A) AS
AFFECTED BY THE TRANSACTIONS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND (B) TO
THE EXTENT THAT SUCH REPRESENTATION AND WARRANTY RELATES SOLELY TO AN EARLIER
DATE.
4.21
NO ADDITIONAL REPRESENTATIONS.
EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH IN SECTION 4 OF THIS AGREEMENT: THE COMPANY EXPRESSLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO
THE CONDITION, VALUE OR QUALITY OF THE BUSINESS OR THE ASSETS OF THE BUSINESS,
AND THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF
MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH
RESPECT TO THE ASSETS OF THE BUSINESS, OR ANY PART THEREOF, OR AS TO THE
WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR
PATENT, IT BEING UNDERSTOOD THAT SUCH SUBJECT ASSETS ARE BEING ACQUIRED "AS IS,
WHERE IS" ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND THE PURCHASER
SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF.
SECTION 5.
COVENANTS AND OTHER AGREEMENTS.
The Parties agree as follows with
respect to the period (i) between the execution of this Agreement and the
Closing, in the case of Sections 5.1 through 5.5(a), 5.7, 5.12, 5.13, 5.14, 5.15
(with respect to clauses (a) and (c) only), 5.17 and 5.18 and (ii) following the
Closing in the case of Section 5.5(b) and Sections 5.6 through 5.11, 5.15 (with
respect to clause (b) only), 5.16 and Section 5.17 (with respect to the Sellers
and Sellers' Representative only) below:
5.1
GENERAL.
EACH OF THE PARTIES SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO TAKE ALL ACTION