Document O3Rx9B3bYGgaDaRMx512okM1M

I under the Securities Act of 1933 except pursuant to an exemp tion from such registration available under such act, and 1 without compliance with foreign securities laws, in each case, to the extent applicable. Section 4.5 Buyer Acknowledgments. Buyer acknowl edges that it is acquiring the Assets, the Division and the Business without any representation or warranty, express or I implied, by Seller (except as expressly provided herein) or by any of its Affiliates, outside counsel, or other advisers. In furtherance of the foregoing, and not in limitation thereof, Buyer acknowledges that neither Seller (except as noted in (ii) below) nor any of its advisors or counsel, including, without limitation, Salomon Brothers Inc, Merrill, Lynch & Co., I wacfatell, Lipton, Rosen & Katz, King fc Spalding, ENVIRON (a division of APBI Environmental Sciences Group, Inc.) nor any of their respective Affiliates or representatives, has made any representation or warranty, express or implied, with respect to, and Buyer is not relying upon, (i) any financial projection or forecast delivered to Buyer with respect to the Business or I (ii) any legal advice or legal opinion or any projection or forecast concerning asbestos-related claims or (except for Seller's express representations and warranties provided here in) , the availability and extent of insurance coverage or in demnification for asbestos-related claims. i ARTICLE V Covenants of Seller and Buyer Section 5.1 Investigation.of.Business; Access to Employees. Properties and Records. (a) After the date hereof and prior to the Closing Date, Seller shall, and shall cause the Canadian Subsidiary to: (i) afford to representatives of Buyer reasonable access to their respective offices, plants, properties, books and records during normal business hours, in order that Buyer may have full opportunity to make such in vestigations as it desires of the affairs of the Division; and (ii) cause their officers to furnish representatives of Buyer with such financial and operating data and other information with respect to the business, operations and properties of the Division as Buyer may from time to time reasonably request; provided, however, that such investigations and inquiries shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller or the Canadian Subsidiary; and provided, further, that prior to the Closing Date, the parties shall cooperate in any environ mental due diligence and, without the prior written consent of Seller, Buyer shall not conduct any soil, groundwater or other -43-