of Delaware.
5.2
Authority.
Buyer has all requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby and thereby.
The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby and
43
thereby have been duly authorized by all necessary corporate action on the part
of Buyer.
This Agreement has been duly executed and delivered by Buyer and
constitutes the valid and binding obligation of Buyer, enforceable in accordance
with its terms, except as such enforceability may be limited by principles of
public policy and subject to the rules of law governing specific performance,
injunctive relief or other equitable remedies.
ARTICLE VI
ADDITIONAL AGREEMENTS
6.1
Access.
(A)
PENDING THE CLOSING.
FROM AND AFTER THE
DATE OF THIS AGREEMENT UNTIL THE EARLIER TO OCCUR OF THE CLOSING AND THE
TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, SELLER WILL, UPON
REASONABLE PRIOR NOTICE FROM BUYER, (I) AFFORD TO BUYER AND ITS REPRESENTATIVES,
AT ALL REASONABLE TIMES DURING NORMAL BUSINESS HOURS, FULL AND COMPLETE ACCESS
TO SELLER'S PERSONNEL (INCLUDING ALL OFFICERS), PROFESSIONAL ADVISORS,
PROPERTIES, CONTRACTS, BOOKS AND RECORDS, AND OTHER DOCUMENTS AND DATA;
(II) FURNISH BUYER AND ITS REPRESENTATIVES WITH TRUE, CORRECT, AND COMPLETE
COPIES OF ALL SUCH CONTRACTS, BOOKS AND RECORDS, AND OTHER EXISTING DOCUMENTS
AND DATA AS BUYER MAY REASONABLY REQUEST; AND (III) FURNISH BUYER AND ITS
REPRESENTATIVES WITH SUCH ADDITIONAL FINANCIAL, OPERATING, AND OTHER DATA AND
INFORMATION (INCLUDING TAX RETURNS AND SUPPORTING DOCUMENTATION) AS BUYER MAY
REASONABLY REQUEST, IN EACH CASE RELATING TO THE ACQUIRED ASSETS.
NO
INFORMATION OR KNOWLEDGE OBTAINED IN ANY INVESTIGATION PURSUANT TO THIS
SECTION 6.1(A) 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.
(B)
POST-CLOSING.
FOLLOWING THE CLOSING, EACH
PARTY WILL AFFORD THE OTHER PARTY, ITS COUNSEL, AND ITS ACCOUNTANTS, DURING
NORMAL BUSINESS HOURS, REASONABLE ACCESS TO THE BOOKS AND RECORDS AND OTHER DATA
RELATING TO THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES, THE EXCLUDED ASSETS,
THE EXCLUDED LIABILITIES AND THE BUSINESS OF THE SELLER BEFORE THE CLOSING, IN
EACH CASE IN ITS POSSESSION WITH RESPECT TO PERIODS PRIOR TO THE CLOSING AND THE
RIGHT TO MAKE COPIES AND EXTRACTS THEREFROM, TO THE EXTENT THAT SUCH ACCESS MAY
BE REASONABLY REQUIRED BY THE OTHER PARTY IN CONNECTION WITH (I) THE PREPARATION
OF TAX RETURNS; (II) THE DETERMINATION OR ENFORCEMENT OF RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT; (III) COMPLIANCE WITH THE REQUIREMENTS OF ANY GOVERNMENTAL
ENTITY; (IV) IN CONNECTION WITH ANY ACTUAL OR THREATENED ACTION OR PROCEEDING OR
(V) FOR SELLER, TO COMPLETE THE SELLER LIQUIDATION.
6.2
Affirmative Covenants.
From and after the
date of this Agreement until the earlier to occur of the Closing and the
termination of this Agreement in accordance with its terms, except as expressly
contemplated by this Agreement and except as Buyer may otherwise agree in
writing, Seller shall:
(A)
CONDUCT ITS BUSINESS RELATING TO THE
ACQUIRED ASSETS