OF THE COMPANY'S OR ANY OF ITS SUBSIDIARIES' EMPLOYEES,
CUSTOMERS OR SUPPLIERS, PARENT AND MR. CON OSWALD, ON BEHALF OF THE COMPANY AND
ITS SUBSIDIARIES, SHALL AGREE TO THE TERMS OF SUCH CONTACT; AND (II) PRIOR TO
CONDUCTING ANY ENVIRONMENTAL TESTING, ASSESSMENT OR INVESTIGATION WITH RESPECT
TO ANY REAL PROPERTY OWNED OR USED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES,
PARENT AND THE COMPANY SHALL HAVE ENTERED INTO A MUTUALLY AGREED UPON WRITTEN
SITE ACCESS AGREEMENT WITH RESPECT TO SUCH TESTING, ASSESSMENT AND
INVESTIGATION, PROVIDED, HOWEVER, THAT NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES SHALL UNREASONABLY WITHHOLD, CONDITION OR DELAY THEIR APPROVAL OR
CONSENT OF PARENT'S REASONABLE REQUESTS FOR ACCESS AS PROVIDED HEREIN.
(B)
SUBJECT TO SECTION 4.4, NO INVESTIGATION OR EXAMINATION BY PARENT
SHALL DIMINISH, OBVIATE OR CONSTITUTE A WAIVER OF THE ENFORCEMENT OF ANY OF THE
REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OF THE COMPANY, OR ANY OF
ITS SUBSIDIARIES OR THE COMPANY SHAREHOLDERS UNDER THIS AGREEMENT EXCEPT TO THE
EXTENT THAT SUCH INVESTIGATION OR EXAMINATION RESULTS IN THE COMPANY ACQUIRING
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specific knowledge of the existence and magnitude of claim for indemnification
pursuant to Section 8.2(a) prior to the Closing Date.
4.7
Reasonable Efforts; Further Action
(A)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS HEREOF, EACH OF THE
PARTIES HERETO SHALL USE ITS REASONABLE EFFORTS (EXERCISED DILIGENTLY AND IN
GOOD FAITH) TO TAKE, OR CAUSE TO BE TAKEN, ALL ACTIONS AND TO DO, OR CAUSE TO BE
DONE, ALL OTHER THINGS REASONABLY NECESSARY, PROPER OR ADVISABLE TO CONSUMMATE
AND MAKE EFFECTIVE AS PROMPTLY AS PRACTICABLE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, TO OBTAIN IN A TIMELY MANNER ALL NECESSARY WAIVERS, CONSENTS,
AUTHORIZATIONS AND APPROVALS AND TO EFFECT ALL NECESSARY REGISTRATIONS AND
FILINGS, AND OTHERWISE TO SATISFY OR CAUSE TO BE SATISFIED ALL CONDITIONS
PRECEDENT TO ITS OBLIGATIONS UNDER THIS AGREEMENT.
(B)
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY,
PARENT SHALL NOT BE OBLIGATED TO DIVEST, ABANDON, LICENSE, DISPOSE OF, HOLD
SEPARATE OR TAKE SIMILAR ACTION WITH RESPECT TO ANY PORTION OF THE BUSINESS,
ASSETS OR PROPERTIES (TANGIBLE OR INTANGIBLE) OF PARENT, ANY OF ITS SUBSIDIARIES
OR THE COMPANY, IN CONNECTION WITH SEEKING TO OBTAIN OR OBTAINING ANY WAIVER,
CONSENT, AUTHORIZATION OR APPROVAL OF ANY PERSON ASSOCIATED WITH THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR OTHERWISE.
4.8
Tax Matters
(A)
PARENT SHALL PREPARE OR CAUSE TO BE PREPARED AND FILED OR CAUSE TO BE
FILED ALL TAX RETURNS FOR THE COMPANY AND ITS SUBSIDIARIES THAT ARE FILED AFTER
THE CLOSING, AND BE RESPONSIBLE FOR AND PAY OR CAUSE TO BE PAID ALL TAXES DUE
WITH RESPECT TO SUCH TAX RETURNS.
(I)
THE COMPANY SHAREHOLDERS SHALL COOPERATE FULLY WITH PARENT AND
THE COMPANY AND ITS SUBSIDIARIES, AS AND TO THE EXTENT REASONABLY REQUESTED BY
PARENT, IN CONNECTION WITH THE FILING OF TAX RETURNS PURSUANT TO THIS SUBSECTION
(A), AND ANY AUDIT, LITIGATION OR OTHER PROCEEDING WITH RESPECT TO TAXES. TO THE
EXTENT IN ITS POSSESSION OR UNDER ITS CONTROL, EACH PARTY AGREES (A)