ENGAGED IN A
BUSINESS SIMILAR TO THE BUSINESS, (V) COMPLETELY OR PARTIALLY LIQUIDATE OR
DISSOLVE, OR (VI) TERMINATE ANY MATERIAL PART OF THE BUSINESS.
5.2.
INVESTIGATION OF BUSINESS.
THE BUYERS MAY,
PRIOR TO THE CLOSING DATE, MAKE OR CAUSE TO BE MADE SUCH INVESTIGATION OF THE
BUSINESS AND OF THE FINANCIAL AND LEGAL CONDITION OF THE SELLERS AS THE BUYERS
DEEM NECESSARY OR ADVISABLE.
THE SELLERS WILL PERMIT THE BUYERS AND THEIR
AUTHORIZED AGENTS OR REPRESENTATIVES, INCLUDING THEIR INDEPENDENT ACCOUNTANTS,
TO HAVE FULL ACCESS TO THE BUSINESS, BOOKS AND RECORDS AT REASONABLE HOURS TO
REVIEW INFORMATION AND DOCUMENTATION RELATIVE TO THE PROPERTIES, BOOKS,
CONTRACTS AND COMMITMENTS RELATING TO THE ASSETS AND THE
27
ASSUMED LIABILITIES.
THE BUYERS AND THEIR REPRESENTATIVES WILL HOLD IN
CONFIDENCE ALL CONFIDENTIAL INFORMATION OBTAINED FROM THE SELLERS, THEIR
OFFICERS, AGENTS, REPRESENTATIVES OR EMPLOYEES IN ACCORDANCE WITH THE PROVISIONS
OF THE LETTER DATED OCTOBER 24, 2002 BETWEEN THE BUYERS AND THE SELLERS (THE
"CONFIDENTIALITY LETTER").
5.3.
MUTUAL COOPERATION; NO INCONSISTENT ACTION.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
THE SELLERS AND THE BUYERS AGREE TO USE THEIR REASONABLE BEST EFFORTS TO TAKE,
OR CAUSE TO BE TAKEN, ALL ACTIONS AND TO DO, OR CAUSE TO BE DONE, ALL THINGS
NECESSARY, PROPER OR ADVISABLE TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, (I) SUCH CONSENTS
AND APPROVALS AS MAY BE REQUIRED UNDER THE HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED (THE "HART-SCOTT ACT") AND ANY SIMILAR
FOREIGN LEGISLATION (INCLUDING, WITHOUT LIMITATION, THE GERMAN ACT AGAINST
RESTRAINTS OF COMPETITION AND THE AUSTRIAN CARTEL ACT), AND (II) ANY CONSENTS
REQUIRED FOR THE ASSIGNMENT TO THE BUYERS OF THE CONTRACTS SET FORTH IN SECTION
5.3 OF THE DISCLOSURE SCHEDULE.
(B)
THE BUYERS AND THE SELLERS SHALL TIMELY AND
PROMPTLY MAKE ALL FILINGS WHICH MAY BE REQUIRED BY EACH OF THEM IN CONNECTION
WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY UNDER THE
HART-SCOTT ACT AND ANY SIMILAR FOREIGN LEGISLATION (INCLUDING, WITHOUT
LIMITATION, THE GERMAN ACT AGAINST RESTRAINTS OF COMPETITION AND THE AUSTRIAN
CARTEL ACT).
EACH PARTY SHALL FURNISH TO THE OTHER SUCH NECESSARY INFORMATION
AND ASSISTANCE AS THE OTHER PARTY MAY REASONABLY REQUEST IN CONNECTION WITH THE
PREPARATION OF ANY NECESSARY FILINGS OR SUBMISSIONS BY IT TO ANY U. S. OR
FOREIGN GOVERNMENTAL AGENCY, INCLUDING, WITHOUT LIMITATION, ANY FILINGS
NECESSARY UNDER THE PROVISIONS OF THE HART-SCOTT ACT, THE GERMAN ACT AGAINST
RESTRAINTS OF COMPETITION AND THE AUSTRIAN CARTEL ACT.
EACH PARTY SHALL PROVIDE
THE OTHER PARTY THE OPPORTUNITY TO MAKE COPIES OF ALL CORRESPONDENCE, FILINGS OR
COMMUNICATIONS (OR MEMORANDA SETTING FORTH THE SUBSTANCE THEREOF) BETWEEN SUCH
PARTY OR ITS REPRESENTATIVES, ON THE ONE HAND, AND THE FEDERAL TRADE COMMISSION
(THE "FTC"), THE ANTITRUST DIVISION OF THE UNITED STATES DEPARTMENT OF JUSTICE
(THE "ANTITRUST DIVISION") OR ANY SIMILAR FOREIGN GOVERNMENTAL AGENCY OR MEMBERS
OF THEIR RESPECTIVE STAFFS, ON THE OTHER HAND, WITH RESPECT TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
(C)
THE SELLERS AND THE BUYERS SHALL EACH
NOTIFY AND