TREATED AS AN ADJUSTMENT TO
THE PURCHASE PRICE FOR ALL TAX PURPOSES.
ARTICLE V
ADDITIONAL COVENANTS
SECTION 5.1
ACCESS TO, AND INFORMATION
CONCERNING, PROPERTIES AND RECORDS.
INTENTIONALLY OMITTED.
SECTION 5.2
PUBLIC ANNOUNCEMENTS.
WITHOUT THE
PRIOR WRITTEN APPROVAL OF SELLER (IN THE CASE OF A RELEASE OR STATEMENT BY
PURCHASER) OR PURCHASER (IN THE CASE OF A RELEASE OR STATEMENT BY SELLER), NO
PARTY HERETO WILL ISSUE, OR PERMIT ANY AGENT OR AFFILIATE OF SUCH PARTY TO
ISSUE, ANY PRESS RELEASES OR OTHERWISE MAKE, OR CAUSE ANY AGENT OR AFFILIATE OF
SUCH PARTY TO MAKE, ANY PUBLIC STATEMENTS WITH RESPECT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT WHEN SUCH RELEASE OR STATEMENT IS
DEEMED IN GOOD FAITH BY THE RELEASING PARTY TO BE REQUIRED BY APPLICABLE LAWS OR
UNDER THE APPLICABLE RULES AND REGULATIONS OF A STOCK EXCHANGE OR MARKET ON
WHICH THE SECURITIES OF THE RELEASING PARTY OR ANY OF ITS AFFILIATES ARE
LISTED.
IN EACH CASE TO WHICH SUCH EXCEPTION APPLIES, THE RELEASING PARTY WILL
USE ITS REASONABLE EFFORTS TO PROVIDE A COPY OF SUCH RELEASE OR STATEMENT TO
PURCHASER (IN THE CASE OF A RELEASE OR STATEMENT BY SELLER) OR SELLER (IN THE
CASE OF A RELEASE OR STATEMENT BY PURCHASER) AND INCORPORATE ANY REASONABLE
CHANGES WHICH ARE SUGGESTED BY SUCH NON-DISCLOSING PARTY PRIOR TO RELEASING OR
MAKING THE STATEMENT.
WITHOUT LIMITING THE FOREGOING, SELLER WILL FILE A
FORM 8-K IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT CONTAINING SUCH INFORMATION AS SELLER DEEMS APPROPRIATE.
SECTION 5.3
GOOD FAITH EFFORTS TO CONSUMMATE
TRANSACTIONS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PURCHASER
AND SELLER AGREE TO USE REASONABLE GOOD FAITH EFFORTS TO TAKE, OR CAUSE TO BE
TAKEN, ALL ACTIONS, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS NECESSARY,
PROPER, OR ADVISABLE UNDER THIS AGREEMENT AND APPLICABLE LAWS AND REGULATIONS,
TO CONSUMMATE AND MAKE EFFECTIVE, AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, SECURING ALL THIRD-PARTY APPROVALS AND THE REQUIRED REGULATORY
APPROVALS NECESSARY TO CONSUMMATE THE TRANSACTIONS PROVIDED HEREIN AND TO
SATISFY THE OTHER CONDITIONS TO CLOSING CONTAINED HEREIN AS SOON AS REASONABLY
PRACTICABLE.
EACH PARTY AGREES TO MAKE COPIES OF ITS RESPECTIVE REGULATORY
FILINGS AND RELATED CORRESPONDENCE TO REGULATORY AGENCIES AVAILABLE TO THE OTHER
PARTY.
NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT TO THE
CONTRARY, SELLER SHALL DIRECT THE INITIATION AND PROSECUTION OF, AND THROUGH
COUNSEL OF ITS OWN CHOOSING WILL HAVE CONTROL OVER, ALL FILINGS AND PROCEEDINGS
BEFORE ANY GOVERNMENTAL BODIES IN ORDER TO OBTAIN THE REQUIRED REGULATORY
APPROVALS.
SECTION 5.4
COMPANY'S EMPLOYEES.
DURING THE
PENDENCY OF THE TRANSACTIONS CONTEMPLATED HEREBY, SELLER SHALL CAUSE THE
COMPANY, TO THE EXTENT NOT PROHIBITED BY LAW OR CONTRACT, TO GIVE TO PURCHASER
AND ITS REPRESENTATIVES ACCESS, UPON REASONABLE REQUEST AND AT REASONABLE TIMES,
THROUGHOUT THE PERIOD PRIOR TO THE CLOSING, TO ALL EMPLOYEES OF COMPANY.
31
SECTION 5.5
RESIGNATIONS.
ON OR PRIOR TO THE
CLOSING DATE, EACH OF PETER J.