TRANSACTIONS CONTEMPLATED HEREBY; (B) FURNISH BUYER GROUP WITH COPIES OF ALL
SUCH CONTRACTS, GOVERNMENTAL AUTHORIZATIONS, BOOKS AND RECORDS AND OTHER
EXISTING DOCUMENTS AND DATA OF THE ACQUIRED ENTITIES AS BUYER GROUP MAY
REASONABLY REQUEST; (C) FURNISH BUYER GROUP WITH SUCH ADDITIONAL FINANCIAL,
OPERATING AND OTHER RELEVANT DATA AND INFORMATION REGARDING THE ACQUIRED
ENTITIES AS BUYER MAY REASONABLY REQUEST; AND (D) OTHERWISE COOPERATE AND
ASSIST, TO THE EXTENT REASONABLY REQUESTED BY BUYER, WITH BUYER'S INVESTIGATION
OF THE PROPERTIES, ASSETS AND FINANCIAL CONDITION RELATED TO THE ACQUIRED
ENTITIES; PROVIDED, HOWEVER, THAT THE SELLERS AND THE ACQUIRED ENTITIES SHALL
NOT BE REQUIRED TO MAKE ANY SUCH MATERIALS AVAILABLE OR TAKE ANY SUCH ACTION TO
THE EXTENT PRECLUDED BY APPLICABLE LEGAL REQUIREMENTS.
SECTION 5.9
CONFIDENTIAL INFORMATION.
THE PARTIES ACKNOWLEDGE AND
AGREE THAT THE CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT DATED JUNE 7, 2006 BY
AND BETWEEN THE CORPORATION AND THE BUYER (THE "CONFIDENTIALITY AGREEMENT") WILL
CONTINUE IN FULL FORCE AND EFFECT FOLLOWING THE EXECUTION OF THIS AGREEMENT
UNTIL THE CLOSING TIME.
ANY INFORMATION, DATA OR OTHER MATERIALS PROVIDED TO
THE BUYER OR ITS REPRESENTATIVES PURSUANT TO THIS AGREEMENT SHALL BE CONSIDERED
"CONFIDENTIAL INFORMATION" UNDER THE CONFIDENTIALITY AGREEMENT AND SUBJECT TO
ITS TERMS.
ARTICLE VI.
POST-CLOSING COVENANTS
The Parties agree as follows with respect to the period following the Closing.
SECTION 6.1
GENERAL.
IN CASE AT ANY TIME AFTER THE CLOSING ANY
FURTHER ACTION IS NECESSARY OR DESIRABLE TO CARRY OUT THE PURPOSES OF THIS
AGREEMENT (INCLUDING COMPLIANCE WITH ANY FOREIGN OR DOMESTIC REGULATORY
REQUIREMENTS), EACH OF THE PARTIES WILL TAKE SUCH FURTHER ACTION (INCLUDING THE
EXECUTION AND DELIVERY OF SUCH FURTHER INSTRUMENTS AND DOCUMENTS) AS ANY OTHER
PARTY REASONABLY MAY REQUEST, ALL AT THE SOLE COST AND EXPENSE OF THE REQUESTING
PARTY
43
(UNLESS THE REQUESTING PARTY IS ENTITLED TO INDEMNIFICATION THEREFOR UNDER
ARTICLE VIII BELOW).
THE SELLERS ACKNOWLEDGE AND AGREE THAT FROM AND AFTER THE
CLOSING THE BUYER WILL BE ENTITLED TO POSSESSION OF ALL DOCUMENTS, BOOKS,
RECORDS (INCLUDING TAX RECORDS), AGREEMENTS, AND FINANCIAL DATA OF ANY SORT
RELATING TO THE ACQUIRED ENTITIES.
AFTER CLOSING, THE SELLERS SHALL HAVE ACCESS
TO ALL DOCUMENTS, BOOKS, RECORDS (INCLUDING TAX RECORDS), AGREEMENTS, AND
FINANCIAL DATA OF ANY SORT RELATING TO THE ACQUIRED ENTITIES AT THEIR SOLE COST
AND EXPENSE, AND SUCH RECORDS SHALL NOT BE DESTROYED PRIOR TO THE EXPIRATION OF
FIVE YEARS FOLLOWING THE CLOSING DATE, UNLESS OTHERWISE AGREED TO BY THE
PARTIES.
SECTION 6.2
LITIGATION SUPPORT.
IN THE EVENT AND FOR SO LONG AS ANY
PARTY ACTIVELY IS CONTESTING OR DEFENDING AGAINST ANY ACTION, SUIT, PROCEEDING,
HEARING, INVESTIGATION, CHARGE, COMPLAINT, CLAIM, OR DEMAND IN CONNECTION WITH
(I) ANY TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT OR (II) ANY FACT,
SITUATION, CIRCUMSTANCE, STATUS, CONDITION, ACTIVITY, PRACTICE, PLAN,
OCCURRENCE, EVENT, INCIDENT, ACTION, FAILURE TO ACT, OR TRANSACTION OCCURRING OR
EXISTING, AS THE CASE MAY BE, ON OR PRIOR TO THE CLOSING DATE INVOLVING THE
CORPORATION, EACH OF THE OTHER PARTIES WILL COOPERATE WITH IT AND ITS COUNSEL IN
THE CONTEST OR DEFENSE, MAKE AVAILABLE THEIR PERSONNEL UPON REASONABLE NOTICE,