OTHER DOCUMENTS RELATING TO THE
COMPANY OR THE COMPANY ASSETS STILL IN THE POSSESSION OF SELLERS AS BUYER MAY
REASONABLY REQUIRE FOR THE PURPOSE OF RESPONDING TO OR ADDRESSING LEGAL ISSUES
THAT ARISE WITH RESPECT TO THE COMPANY OR THE COMPANY ASSETS, DETERMINING
WHETHER PAYMENTS UNDER COMPANY LICENSE AGREEMENTS HAVE BEEN INADVERTENTLY MADE
TO SELLER AS CONTEMPLATED BY SECTION 6.14 AND FOR ANY OTHER REASON WHICH SELLER
REASONABLY BELIEVES WARRANTS ACCESS TO SUCH AGREEMENTS, ASSIGNMENTS AND OTHER
DOCUMENTS.
6.10
NO ADDITIONAL REPRESENTATIONS.
BUYER ACKNOWLEDGES THAT IT AND ITS
REPRESENTATIVES HAVE RECEIVED ACCESS TO SUCH BOOKS AND RECORDS, FACILITIES,
EQUIPMENT, CONTRACTS AND OTHER ASSETS OF SELLER WHICH IT AND ITS REPRESENTATIVES
HAVE DESIRED OR REQUESTED TO REVIEW, AND THAT IT AND ITS REPRESENTATIVES HAVE
HAD FULL OPPORTUNITY TO MEET WITH THE MANAGEMENT OF SELLER TO DISCUSS THE
COMPANY OR THE COMPANY ASSETS.
BUYER ACKNOWLEDGES THAT (A) SHOULD THE CLOSING
OCCUR, BUYER SHALL ACQUIRE THE COMPANY AND THE COMPANY ASSETS IN AN "AS IS"
CONDITION
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AND ON A "WHERE IS" BASIS, EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN THIS
AGREEMENT (WHICH INCLUDES THE SCHEDULES HERETO); (B) NEITHER SELLER NOR ANY
OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS
TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANY OR THE
COMPANY ASSETS FURNISHED OR MADE AVAILABLE TO BUYER AND ITS REPRESENTATIVES
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (WHICH INCLUDES THE SCHEDULES
HERETO) AND (C) EXCEPT AS CONTEMPLATED HEREBY, NEITHER SELLER NOR ANY OTHER
PERSON SHALL HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER PERSON
RESULTING FROM SELLER'S MAKING AVAILABLE TO BUYER OR BUYER'S USE OF ANY SUCH
INFORMATION, INCLUDING THE PRESENTATION MATERIALS DELIVERED TO BUYER BY SALEM
PARTNERS, LLC AND DATED JULY, 2006, AS SUBSEQUENTLY UPDATED, SUPPLEMENTED OR
AMENDED (THE "CONFIDENTIAL MEMORANDUM") OR ANY INFORMATION, DOCUMENTS OR
MATERIAL MADE AVAILABLE TO BUYER IN CERTAIN "DATA ROOMS," OTHER MANAGEMENT
PRESENTATIONS (FORMAL OR INFORMAL) OR IN ANY OTHER FORM IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY.
WITHOUT LIMITING THE FOREGOING, EXCEPT FOR
THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, SELLER MAKES NO
REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO (X) THE INFORMATION SET
FORTH IN THE CONFIDENTIAL MEMORANDUM OR (Y) ANY FINANCIAL PROJECTION OR FORECAST
RELATING TO SELLER, THE COMPANY OR THE COMPANY ASSETS, WHETHER OR NOT INCLUDED
IN THE CONFIDENTIAL MEMORANDUM.
6.11
TAX MATTERS.
(A)
COOPERATION AND EXCHANGE OF INFORMATION.
SELLER AND BUYER SHALL
PROVIDE EACH OTHER WITH SUCH ASSISTANCE AND INFORMATION AS MAY REASONABLY BE
REQUESTED BY EACH OF THEM IN CONNECTION WITH (I) THE PREPARATION OF ANY TAX
RETURNS REQUIRED TO BE FILED (X) BY THE COMPANY AND ITS SUBSIDIARIES (OR WITH
RESPECT TO THE INCOME, PROPERTIES OR OPERATIONS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES) OR (Y) WITH RESPECT TO OWNERSHIP INTERESTS OF THE COMPANY AND (II)
ANY AUDIT OR OTHER EXAMINATION BY ANY TAX AUTHORITY OR ANY JUDICIAL OR
ADMINISTRATIVE PROCEEDINGS RELATING TO SUCH TAX RETURNS.
SELLER, BUYER AND THE
COMPANY AND ANY OF