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Nothing contained in this Agreement will give Buyer, directly or indirectly, the right to control or direct Company’s operations prior to the Closing.

(e) Notwithstanding anything herein to the contrary, at or immediately prior to Closing, Company may dividend and distribute to Seller all cash and cash equivalents of Company as of the Closing Date.

(f) Notwithstanding anything herein to the contrary, Seller shall be entitled, at any time between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with Section 8.1, to cause Company to transfer, assign or otherwise dispose of, any or all of the Excluded Assets to any Affiliate or third party.

Section 5.2 Access to Information; Confidentiality . Subject to the confidentiality agreements between Buyer and Company, dated December 20, 2005 and February 27, 2006 (together, the “ Confidentiality Agreement ”), from the date hereof to the Closing, Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “ Representatives ”) of Company to, upon prior, reasonable advance notice, afford the Representatives of Buyer reasonable access during normal business hours to the officers, employees, agents, properties, offices and other facilities, books and records of Company and Company Subsidiaries, and shall furnish Buyer with all financial, Tax, operating and other data and information as Buyer, through its Representatives, may reasonably request. Company shall furnish to Buyer such monthly financial and operating data and information as Company has historically provided to management or its investors in the ordinary course of business consistent with past practice. Buyer will remain subject to the terms of the Confidentiality Agreement.

Section 5.3 Notification of Certain Matters . Seller shall give prompt notice to Buyer of the occurrence, or non-occurrence, of any event which would reasonably be expected to result in a failure of the condition set forth in either Section 6.2(a) or 6.2(b); provided, however, that the delivery of any notice pursuant to this sentence shall not limit or otherwise affect the remedies available hereunder to Buyer. Buyer shall give prompt notice to Seller of the occurrence, or non-occurrence, of any event which would reasonably be expected to result in a failure of the condition set forth in either Section 6.3(a) or 6.3(b); provided, however, that the delivery of any notice pursuant to this sentence shall not limit or otherwise affect the remedies available hereunder to Seller.

Section 5.4 Transfer Taxes . Any real or personal property transfer or similar Taxes resulting from the transactions contemplated by this Agreement, if any, shall be the responsibility and liability of Company and Buyer and not Seller.

Section 5.5 Further Assurances .

(a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, to do, or cause to be done, and cooperate to do all things necessary, proper or advisable under Law to consummate the transactions contemplated by this Agreement, including using all reasonable best efforts to (i) obtain all licenses, permits, consents, approvals, authorizations, qualifications

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