THE TRANSACTIONS CONTEMPLATED HEREBY WHICH PUBLIC ANNOUNCEMENT SHALL
BE SUBJECT TO THE APPROVAL OF THE OTHER PARTY, SUCH APPROVAL NOT TO BE
UNREASONABLY WITHHELD OR DELAYED.
THE COMPANY AND THE SELLERS HEREBY APPROVE
THE PURCHASER'S PRESS RELEASE IN THE FORM OF SCHEDULE F ATTACHED HERETO.
(B)
FOLLOWING THE CLOSING DATE, NONE OF THE COMPANY AND THE SELLERS,
ON THE ONE HAND, OR THE PURCHASER, ON THE OTHER HAND, SHALL MAKE, OR PERMIT ANY
AGENT OR AFFILIATE TO MAKE, ANY PUBLIC STATEMENTS, INCLUDING, WITHOUT
LIMITATION, ANY PRESS RELEASES, WITH RESPECT TO THE CONDUCT OF THE AUCTION OR
SALE PROCESS, NEGOTIATIONS BETWEEN THE PARTIES, OR THE ALLOCATION OF THE
PURCHASE PRICE AMONG THE SELLERS (IN THE CASE OF THE PURCHASER),
OR MAKE ANY
DISPARAGING REMARKS CONCERNING ANY OF THE PARTIES, IN EACH CASE WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER (SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD), EXCEPT A DISCLOSURE WHICH ANY PARTY IS ADVISED BY ITS COUNSEL IS
REQUIRED BY LAW.
IN THE EVENT THAT ANY PARTY REASONABLY BELIEVES AFTER
CONSULTATION WITH COUNSEL THAT IT IS REQUIRED BY LAW TO DISCLOSE ANY SUCH
INFORMATION DESCRIBED ABOVE, THE DISCLOSING PARTY WILL (I) PROVIDE THE OTHER
PARTY WITH NOTICE AS PROMPTLY AS PRACTICABLE IN ORDER THAT THE OTHER PARTY MAY
ATTEMPT TO OBTAIN A PROTECTIVE ORDER OR OTHER ASSURANCE THAT CONFIDENTIAL
TREATMENT WILL BE ACCORDED SUCH
INFORMATION AND (II) COOPERATE WITH THE OTHER
PARTY (AT THE OTHER PARTY'S SOLE COST AND EXPENSE) IN ATTEMPTING TO OBTAIN SUCH
ORDER OR ASSURANCE.
18
5.6
LITIGATION SUPPORT.
IN THE EVENT AND FOR SO LONG AS ANY PARTY
ACTIVELY IS CONTESTING OR DEFENDING AGAINST ANY THIRD PARTY ACTION, SUIT,
PROCEEDING, HEARING, INVESTIGATION, CHARGE, COMPLAINT, CLAIM, OR DEMAND IN
CONNECTION WITH (A) ANY TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, OR (B)
ANY FACT, SITUATION, CIRCUMSTANCE, STATUS, CONDITION, ACTIVITY, PRACTICE, PLAN,
OCCURRENCE, EVENT, INCIDENT, ACTION, FAILURE TO ACT, OR TRANSACTION ON OR PRIOR
TO THE CLOSING DATE INVOLVING THE SELLERS OR THE COMPANY, THE PURCHASER AGREES
TO (I) COOPERATE WITH THE CONTESTING OR DEFENDING PARTY AND ITS COUNSEL, (II)
MAKE AVAILABLE THE EMPLOYEES OF THE BUSINESS THEN EMPLOYED BY THE PURCHASER TO
PROVIDE TESTIMONY, TO BE DEPOSED, TO ACT AS WITNESSES AND TO ASSIST COUNSEL, AND
(III) PROVIDE ACCESS TO ITS BOOKS AND RECORDS AS SHALL BE NECESSARY IN
CONNECTION WITH THE DEFENSE OR CONTEST, ALL AT THE SOLE COST AND EXPENSE OF THE
CONTESTING OR DEFENDING PARTY (UNLESS THE CONTESTING OR DEFENDING PARTY IS
ENTITLED TO INDEMNIFICATION THEREFOR UNDER SECTION 6 BELOW).
5.7
TRANSACTION EXPENSES; TRANSFER TAXES.
EACH OF THE PURCHASER, ON
THE ONE HAND, AND THE SELLERS, ON THE OTHER HAND, SHALL BEAR ITS OWN COSTS AND
EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) INCURRED IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
ALL TRANSFER TAXES, STAMP
AND RECORDING TAXES, SALES, USE AND GROSS RECEIPTS TAXES AND OTHER MISCELLANEOUS
CLOSING FEES OR COSTS ASSOCIATED THEREWITH SHALL BE PAID BY THE PARTY LEGALLY
RESPONSIBLE FOR SUCH EXPENSES.
5.8
FURTHER ASSURANCES.
FROM AND AFTER THE CLOSING, THE