WITH OR SATISFIED HEREUNDER.
5.5
PUBLIC ANNOUNCEMENTS.
FROM AND AFTER THE DATE OF THIS AGREEMENT
UNTIL THE CLOSING DATE, KERR AND PURCHASER, ON THE ONE HAND, AND SELLER, ON THE
OTHER HAND, AGREE NOT TO MAKE ANY PUBLIC ANNOUNCEMENT OR OTHER DISCLOSURE
CONCERNING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN WITHOUT
OBTAINING THE PRIOR CONSENT OF THE OTHER PARTY AS TO FORM, CONTENT AND TIMING
(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD); PROVIDED, HOWEVER, THAT THE
FOREGOING SHALL NOT RESTRICT (A) ANY PARTY (OR PARENT) FROM MAKING ANY PUBLIC
ANNOUNCEMENT OR DISCLOSURE AS MAY BE REQUIRED BY APPLICABLE LAW (INCLUDING THE
RULES OF ANY STOCK EXCHANGE OR OTHER SELF-REGULATED BODY) ON ADVICE OF A
NATIONALLY RECOGNIZED SECURITIES LAW FIRM THAT SUCH PARTY IS REASONABLY OBLIGED
TO MAKE PUBLIC ANNOUNCEMENTS OR DISCLOSURE OR (B) SELLER FROM INFORMING ITS
EMPLOYEES AND AGENTS ABOUT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY, PROVIDED THAT KERR AND PURCHASER SHALL BE PERMITTED REASONABLE
OPPORTUNITY TO COMMENT UPON THE INITIAL PROPOSED COMMUNICATION TO SELLER'S
EMPLOYEES AND AGENTS BEFORE RELEASE.
5.6
ACCESS TO INFORMATION; CONFIDENTIALITY.
(A)
FROM AND AFTER THE DATE OF THIS AGREEMENT UNTIL THE CLOSING DATE,
UPON REASONABLE NOTICE AND SUBJECT TO APPLICABLE LAW RELATING TO THE EXCHANGE OF
INFORMATION AND TO CONFIDENTIALITY OBLIGATIONS OF SELLER ENTERED INTO PRIOR TO
THE DATE HEREOF, SELLER SHALL AFFORD TO PURCHASER'S REPRESENTATIVES ACCESS
DURING NORMAL BUSINESS HOURS TO THE EMPLOYEES OF SELLER AND TO SUCH PROPERTIES,
BOOKS, COMPUTER SYSTEMS, RECORDS, CONTRACTS, COMMITMENTS AND OTHER INFORMATION
OF SELLER RELATING TO THE BUSINESS AS PURCHASER MAY REASONABLY REQUEST, BUT
EXCLUDING BOOKS, COMPUTER SYSTEMS, RECORDS, CONTRACTS, COMMITMENTS AND
INFORMATION PRIMARILY RELATED TO THE SALE OF THE BUSINESS, THE EXCLUDED ASSETS
OR THE RETAINED LIABILITIES.
IN THE EVENT THAT PURCHASER'S DUE DILIGENCE
REVEALS ANY CONDITION OF THE REAL PROPERTY OR THE PREMISES DEMISED UNDER THE
REAL PROPERTY LEASES THAT IN PURCHASER'S JUDGMENT REQUIRES DISCLOSURE TO ANY
GOVERNMENTAL AUTHORITY, PURCHASER SHALL IMMEDIATELY NOTIFY SELLER THEREOF.
IN
SUCH EVENT, SELLER, AND NOT PURCHASER OR ANY PERSON ACTING ON PURCHASER'S
BEHALF, SHALL MAKE SUCH DISCLOSURES TO THE EXTENT SELLER REASONABLY DEEMS
APPROPRIATE.
NOTWITHSTANDING THE FOREGOING, PURCHASER MAY DISCLOSE MATTERS
CONCERNING THE REAL PROPERTY TO A GOVERNMENTAL AUTHORITY ON WRITTEN ADVICE OF A
NATIONALLY-RECOGNIZED LAW FIRM THAT PURCHASER IS REASONABLY OBLIGED TO MAKE SUCH
DISCLOSURE IF PURCHASER GIVES SELLER NOT LESS THAN TEN (10) DAYS PRIOR WRITTEN
NOTICE OF THE PROPOSED DISCLOSURE, TOGETHER WITH A COPY OF SUCH WRITTEN ADVICE.
(B)
PURCHASER ACKNOWLEDGES THAT THE INFORMATION PROVIDED TO PURCHASER
AND ITS REPRESENTATIVES IN CONNECTION WITH THE ACQUISITION AND THIS AGREEMENT IS
SUBJECT TO, AND PURCHASER SHALL, AND SHALL CAUSE ITS REPRESENTATIVES TO, FULLY
COMPLY WITH THE PROVISIONS OF, THAT CERTAIN CONFIDENTIALITY AGREEMENT, DATED AS
OF FEBRUARY 6, 2003, BETWEEN PURCHASER AND SELLER (THE "CONFIDENTIALITY
AGREEMENT"), THE TERMS OF WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE.
NOTWITHSTANDING THE FOREGOING, FOLLOWING THE CLOSING DATE, ANY INFORMATION WITH
RESPECT TO THE BUSINESS THAT IS INCLUDED IN THE PURCHASED ASSETS SHALL NOT BE
SUBJECT TO THE CONFIDENTIALITY AGREEMENT.
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(C)