Covenants of Seller and Buyer. Seller and Buyer each covenant with the other as follows:
Covenants of Seller and Buyer. Section 5.1
Covenants of Seller and Buyer. Seller and Buyer further covenant and agree that, except as otherwise agreed to in writing by Seller and Buyer:
Covenants of Seller and Buyer. Section 5.1. Investigation of Business, Access to Properties, Records and ------------------------------------------------------------ Employees.
(a) Seller shall afford to representatives of Buyer reasonable access --------- to the offices, plants, properties, books and records of Seller during normal business hours, in order that Buyer may have full opportunity to make such investigations as it desires of the affairs of Seller to the extent such affairs relate to the Acquired Assets or to the Assumed Liabilities; provided, however, that such investigation shall not unreasonably disrupt the personnel and operations of Seller. If, in the course of any investigation pursuant to this Section 5. 1, Buyer discovers any breach of any representation or warranty contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, Buyer covenants and that it will promptly so inform Seller.
(b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated July 13, 1998 by and between Raytheon and Buyer, which is hereby incorporated in this Agreement as though fully set forth herein.
(c) Buyer agrees to (i) hold all of the books and records of Seller acquired hereunder existing on the Closing Date and not to destroy or dispose of any thereof for a period of four (4) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Seller and (ii) following the Closing Date to afford Seller, its accountants and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data to the extent that such access may be requested for any legitimate purpose, including without limitation preparation of filings under federal and state securities laws, responding to Governmental Authorities, defending or prosecuting litigation and preparation of Income Tax Returns and other tax filings, at no cost to Seller (other than for reasonable out-of-pocket expenses); provided, however, that nothing herein shall limit any of Seller's rights of discovery. Buyer shall have the same rights, and Seller the same obligations, as are set forth above...
Covenants of Seller and Buyer. Seller and Buyer covenant to ----------------------------- each other as follows:
Covenants of Seller and Buyer. 40 6.1 Maintenance of Business Prior to Closing...
Covenants of Seller and Buyer. Investigation of Business; Access to Properties and Records.......................................... 27 Section 5.2. Best Efforts; Obtaining Consents................. 28 Section 5.3. Further Assurances............................... 31 Section 5.4. Conduct of Business.............................. 32 Section 5.5. Preservation of Business......................... 33 Section 5.6. Public Announcements............................. 33 Section 5.7. Non-Solicitation................................. 34 Section 5.8. Guarantees....................................... 34 Section 5.9. Intercompany Accounts............................ 35 Section 5.10. Corporate Names.................................. 35 Section 5.11. Additional Agreements............................ 36 Section 5.12. Certain Claims................................... 36 Section 5.13. Certain Insurance Matters........................ 37 Section 5.14. Performance of Company Obligations............... 38
Covenants of Seller and Buyer. The Parent, BBI Biotech and Buyer each covenant with the other as follows:
Covenants of Seller and Buyer. 27 7.1 Conduct of Business Pending Closing..................................................27 7.2 Qualifications on Conduct............................................................31 7.3 Public Announcements.................................................................32
Covenants of Seller and Buyer. 32 7.1. Maintenance of Business Prior to Closing......................32 7.2. Investigation by Buyer; Audits................................32 7.3. Consents and Best Efforts.....................................32 7.4.
