AND (II) THE COMPANY AND SELLERS SHALL PROVIDE TO PURCHASER AND ITS
ACCOUNTANTS, COUNSEL AND OTHER REPRESENTATIVES TRUE, CORRECT AND COMPLETE COPIES
OF THE COMPANY'S AND EACH OF ITS SUBSIDIARIES' (A) INTERNAL FINANCIAL
STATEMENTS, (B) TAX RETURNS, TAX ELECTIONS AND ALL OTHER RECORDS AND WORKPAPERS
RELATING TO TAXES, (C) A SCHEDULE OF ANY DEFERRED INTERCOMPANY GAIN OR LOSS WITH
RESPECT TO TRANSACTIONS TO WHICH THE COMPANY OR ANY SUBSIDIARY HAS BEEN A PARTY,
AND (D) RECEIPTS FOR ANY TAXES PAID TO FOREIGN TAX AUTHORITIES.
6.1.2.
FROM THE DATE OF SIGNING THE
ORIGINAL PURCHASE AGREEMENT UNTIL THE EARLIER OF THE TERMINATION OF THIS
AGREEMENT AND THE CLOSING, THE COMPANY SHALL CONFER FROM TIME TO TIME AS
REQUESTED BY PURCHASER WITH ONE OR MORE REPRESENTATIVES OF PURCHASER TO DISCUSS
ANY MATERIAL CHANGES OR DEVELOPMENTS IN THE OPERATIONAL MATTERS OF THE COMPANY
AND EACH OF ITS SUBSIDIARIES AND THE GENERAL STATUS OF THE ONGOING OPERATIONS OF
THE COMPANY AND EACH OF ITS SUBSIDIARIES.
6.1.3.
UNLESS THIS AGREEMENT TERMINATED,
SELLERS AGREE TO COOPERATE WITH THE PURCHASER AND ITS REPRESENTATIVES, AND IF SO
REASONABLY REQUESTED, TO PROVIDE FOR COPIES OF, THE BOOKS AND RECORDS OF THE
SELLERS, INSOFAR AS THEY RELATE TO THE COMPANY, DURING REGULAR BUSINESS HOURS
AND AT NO EXPENSE TO THE SELLERS, IN ORDER FOR THE PURCHASER TO OBTAIN
INFORMATION RELEVANT TO THE COMPANY'S TAX RETURNS, OR AS OTHERWISE REASONABLY
REQUIRED FOR THE CONDUCT OF THE COMPANY'S BUSINESS.
6.1.4.
NO INFORMATION OR KNOWLEDGE OBTAINED
IN ANY INVESTIGATION PURSUANT TO THIS SECTION 6.1 SHALL AFFECT OR BE DEEMED TO
MODIFY ANY REPRESENTATION OR WARRANTY CONTAINED HEREIN OR THE CONDITIONS TO THE
OBLIGATIONS OF THE PARTIES HERETO TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY.
6.2.
CONFIDENTIALITY; PUBLIC DISCLOSURE.
6.2.1.
THE PARTIES HERETO ACKNOWLEDGE THAT
PURCHASER, THE SELLERS AND THE COMPANY HAVE PREVIOUSLY EXECUTED A MUTUAL
NON-DISCLOSURE AGREEMENT DATED APRIL 10, 2007 (THE "CONFIDENTIALITY AGREEMENT"),
WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS.
6.2.2.
THE SELLERS AND THE COMPANY SHALL
NOT, AND THE COMPANY SHALL CAUSE EACH SUBSIDIARY AND EACH COMPANY REPRESENTATIVE
NOT TO, DIRECTLY OR INDIRECTLY, ISSUE ANY PRESS RELEASE OR OTHER PUBLIC
STATEMENT RELATING TO THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING, IF APPLICABLE, THE TERMINATION OF THIS
AGREEMENT, OR USE PURCHASER'S NAME OR REFER TO PURCHASER DIRECTLY OR INDIRECTLY
IN CONNECTION WITH PURCHASER'S RELATIONSHIP WITH THE COMPANY IN ANY MEDIA
INTERVIEW, ADVERTISEMENT, NEWS RELEASE, PRESS RELEASE OR PROFESSIONAL OR TRADE
PUBLICATION, OR IN ANY PRINT MEDIA, WHETHER OR NOT IN RESPONSE TO AN INQUIRY,
WITHOUT THE PRIOR WRITTEN APPROVAL OF PURCHASER, UNLESS REQUIRED BY LAW (IN
WHICH EVENT A SATISFACTORY OPINION OF OUTSIDE COUNSEL TO THAT EFFECT SHALL BE
FIRST DELIVERED TO PURCHASER PRIOR TO ANY SUCH DISCLOSURE) AND EXCEPT AS
REASONABLY NECESSARY FOR THE COMPANY TO OBTAIN THE CONSENTS AND APPROVALS OF
THIRD PARTIES CONTEMPLATED BY THIS AGREEMENT.
NOTWITHSTANDING ANYTHING HEREIN
OR IN THE CONFIDENTIALITY AGREEMENT, PURCHASER MAY ISSUE SUCH PRESS RELEASES OR
MAKE SUCH OTHER PUBLIC STATEMENTS REGARDING THIS AGREEMENT OR