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
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)
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(B)
CMS CONVERSION.
SELLER AGREES THAT, EFFECTIVE AS OF THE EFFECTIVE
DATE, AND CONTINUING UNTIL SEPTEMBER 30, 2007 (THE "EXPIRATION DATE"), NEITHER
BUYER NOR CHICAGO BUYER SHALL BE LIABLE FOR ANY MONTHLY FEES, UNDER THEIR
FRANCHISE AGREEMENTS OR OTHERWISE, FOR THE USE OF SELLER'S ASP OR CENTER
MANAGEMENT SYSTEM ("CMS"), PROVIDED THAT BUYER AND CHICAGO BUYER SHALL HAVE
TRANSITIONED TO A LOCAL MODEL CMS BY SUCH EXPIRATION DATE.
SUBSEQUENT TO THE
EXPIRATION DATE, BUYER AND CHICAGO BUYER SHALL BE LIABLE FOR SELLER'S STANDARD
LOCAL CMS FEES.
SELLER FURTHER AGREES THAT SELLER WILL PROVIDE, OR CAUSE TO BE
PROVIDED TO BUYER AND CHICAGO BUYER, AT SELLER'S SOLE EXPENSE, ALL USER
LICENSES, SOFTWARE AND ASSOCIATED DATA NECESSARY FOR BUYER AND CHICAGO BUYER TO
TRANSITION FROM SELLER'S ASP SYSTEM AND HAVE CMS FOR THEIR
20
CHICAGO AND CHICAGO TERRITORIES INSTALLED AT BUYER'S OR ITS AFFILIATE'S FACILITY
IN LIVONIA, MICHIGAN.
(C)
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(D)
WITHIN ONE (1) YEAR FOLLOWING THE EFFECTIVE DATE, BUYER SHALL
ASSIGN TO SELLER ITS SECURITY DEPOSIT UNDER THE FACILITIES LEASE, AND BUYER,
CONCURRENTLY THEREWITH, SHALL PAY TO SELLER THE VALUE OF THE SECURITY DEPOSIT SO
ASSIGNED.
SECTION 6
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT.
SELLER AND PARENT JOINTLY AND SEVERALLY REPRESENT AND WARRANT TO BUYER AS
FOLLOWS:
6.1
ORGANIZATION AND EXISTENCE.
SELLER IS A DELAWARE LIMITED
LIABILITY COMPANY AND PARENT IS A DELAWARE CORPORATION, EACH DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE
AND EACH HAS ALL NECESSARY POWER TO OWN ITS ASSETS (INCLUDING THE PURCHASED
ASSETS) AND TO OPERATE ITS BUSINESS (INCLUDING THE BUSINESS) AS NOW OWNED AND
OPERATED BY THEM.
SELLER IS DULY QUALIFIED AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF OHIO AND IN ANY OTHER JURISDICTION WHEREIN THE NATURE OF THE
ACTIVITIES CONDUCTED OR THE CHARACTER OF THE ASSETS OWNED REQUIRE SUCH
QUALIFICATION OR LICENSING, AND WHERE A FAILURE TO BE SO QUALIFIED OR LICENSED
WOULD ADVERSELY AFFECT (I) THE VALUE OF THE PURCHASED ASSETS, OR (II) THE AMOUNT
OF THE ASSUMED LIABILITIES.
NEITHER SELLER NOR PARENT CONDUCTS ANY OF THE
BUSINESS THROUGH ANY SUBSIDIARY, JOINT VENTURE, PARTNERSHIP, OR