public announcement or press release, engage in all
information and consultation processes, as required under domestic regulations,
with their appropriate bodies of worker representation, if any, in connection
with the sale transaction contemplated herein.
73
(f)
Notice of Developments.
From the date
hereof until the Closing Date, (i) Sellers shall disclose to Buyers in writing
any material breach or variances from Sellers' representations and warranties
contained in Section 3 promptly upon discovery thereof and any failure to comply
with or satisfy in any material respect any covenant or agreement to be
performed, complied or satisfied by them and (ii) Buyers shall disclose to
Sellers in writing any material breach or variance from Buyers' and Guarantor's
representations and warranties contained in Section 4 promptly upon discovery
thereof and any failure to comply with or satisfy in any material respect any
covenant or agreement to be performed, complied or satisfied by them.
No
notification under this Section 5(f) shall affect in any way the
representations, warranties, covenants or agreements of the parties hereto or
the conditions to the obligations of the parties under this Agreement nor shall
such notification alter the effect of such breach (to the extent not cured) with
respect to the provisions of Section 7.
(g)
Access.
(I)
UPON REASONABLE ADVANCE WRITTEN REQUEST
BY BUYERS, SELLERS WILL, AND WILL PERMIT AND CAUSE THE TARGET COMPANIES (AND
WILL USE REASONABLE BEST EFFORTS TO CAUSE TIWEST AND THE TIWEST JOINT VENTURE
PARTICIPANTS), (A) TO PERMIT, BUYERS AND THEIR RESPECTIVE REPRESENTATIVES TO
HAVE REASONABLE ACCESS DURING NORMAL BUSINESS HOURS, AND IN A MANNER SO AS NOT
TO INTERFERE UNREASONABLY WITH THE NORMAL BUSINESS OPERATIONS OF SELLERS, TARGET
COMPANIES, TIWEST OR THE TIWEST JOINT VENTURE PARTICIPANTS TO ALL PREMISES,
PROPERTIES, PERSONNEL, RECORDS, IT SYSTEMS AND CONTRACTS USED OR HELD FOR USE IN
THE OPERATION OF THE BUSINESS AND THE TIWEST JOINT VENTURE, IN EACH CASE, FOR
THE PURPOSE OF EVALUATING, AND REVIEWING THE BUSINESS, THE TIWEST JOINT VENTURE
AND EACH TARGET COMPANY'S AND TRONOX AUSTRALIA'S BUSINESS, PROPERTIES, THE
ACQUIRED ASSETS AND THE ASSUMED LIABILITIES AND (B) TO FURNISH REASONABLY
PROMPTLY TO BUYERS SUCH INFORMATION CONCERNING SELLERS', THE TARGET COMPANIES'
AND THE TIWEST JOINT VENTURE'S BUSINESS, PROPERTIES, CONTRACTS, RECORDS AND
PERSONNEL AS MAY BE REASONABLY REQUESTED, FROM TIME TO TIME, BY OR ON BEHALF OF
BUYERS; PROVIDED, HOWEVER, THAT, FOR AVOIDANCE OF DOUBT, THE FOREGOING SHALL NOT
REQUIRE ANY PARTY TO WAIVE, OR TAKE ANY ACTION WITH THE AFFECT OF WAIVING, ITS
ATTORNEY CLIENT PRIVILEGE OR ANY CONFIDENTIALITY OBLIGATION TO WHICH IT IS BOUND
WITH RESPECT THERETO OR TAKE ANY ACTION IN VIOLATION OF APPLICABLE LAW.
DURING
THE PERIOD FROM THE DATE HEREOF AND ENDING UPON THE CLOSING, BUYERS SHALL NOT,
AND SHALL CAUSE THEIR RESPECTIVE REPRESENTATIVES NOT TO, CONTACT ANY CUSTOMERS,
SUPPLIERS OR LICENSORS OF THE BUSINESS IN CONNECTION WITH OR PERTAINING TO THE
ACQUISITION OF THE ACQUIRED ASSETS UNDER THIS AGREEMENT EXCEPT WITH THE PRIOR
WRITTEN CONSENT OF TRONOX INCORPORATED (WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED).
(II)