(4)
MAINTAIN ALL LICENSES AND TRADE RIGHTS;
(5)
MAINTAIN ALL INSURANCE LISTED ON SCHEDULE 5.13 IN FULL FORCE AND
EFFECT;
(6)
EXCEPT AS REQUIRED UNDER A CONTRACT, NOT INCREASE THE COMPENSATION
OR OTHER EMPLOYMENT BENEFITS PAYABLE TO OR FOR THE BENEFIT OF ANY EMPLOYEE;
26
(7)
NOT AMEND ST'S CERTIFICATE OF INCORPORATION, TG'S CERTIFICATE OF
FORMATION OR ARTICLES OF ORGANIZATION, OR THE BY-LAWS OF EITHER ST OR TG OR
PERMIT THE AMENDMENT OF ANY SIMILAR DOCUMENT OF ANY OF SELLER'S AFFILIATES;
(8)
NOT MERGE OR CONSOLIDATE WITH ANY OTHER PERSON OR EFFECT ANY
CAPITAL REORGANIZATION;
(9)
NOT ACQUIRE THE BUSINESS OR ASSETS, SUBSTANTIALLY AS A WHOLE, OF
ANY OTHER PERSON, OR MAKE ANY CAPITAL EXPENDITURE IN EXCESS OF $5,000.00;
(10)
NOT SOLICIT OR RESPOND TO ANY INQUIRY OR PROPOSAL RELATING TO ANY
SALE OF THE SELLER'S BUSINESS OR THE ACQUIRED ASSETS FROM ANY PERSON OTHER THAN
TRAFFIX AND/OR PURCHASER;
(11)
FURNISH SUCH INFORMATION WITH RESPECT TO THE SELLER'S BUSINESS AND
THE ACQUIRED ASSETS AS TRAFFIX AND/OR PURCHASER MAY FROM TIME TO TIME REASONABLY
REQUEST AND SHALL PERMIT TRAFFIX AND/OR PURCHASER AND THEIR AUTHORIZED
REPRESENTATIVES ACCESS DURING REGULAR BUSINESS HOURS AND UPON REASONABLE NOTICE
TO CONDUCT A PHYSICAL INVENTORY OF THE ACQUIRED ASSETS, TO EXAMINE THE BOOKS AND
RECORDS OF SELLER AND ITS AFFILIATES RELATING TO THE SELLER'S BUSINESS AND TO
MAKE INQUIRIES OF RESPONSIBLE PERSONS DESIGNATED BY SELLER WITH RESPECT THERETO;
(12)
NOT MAKE ANY PRESS RELEASE OR OTHER PUBLIC ANNOUNCEMENT WITH
RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WITHOUT THE
PRIOR WRITTEN CONSENT OF TRAFFIX; AND
(13)
CONDUCT, OR CAUSE TO BE CONDUCTED BY A NATIONALLY-RECOGNIZED
SERVICE COMPANY, AS OF A DATE OR DATES AS LATE AS REASONABLY PRACTICABLE PRIOR
TO THE CLOSING DATE, A SEARCH OR SURVEY OF LIENS, INCLUDING WITHOUT LIMITATION
SECURITY INTERESTS AND OTHER NOTICE FILINGS UNDER THE UNIFORM COMMERCIAL CODE,
TAX LIENS AND JUDGMENT LIENS, OF RECORD IN EACH JURISDICTION WHERE ACQUIRED
ASSETS ARE LOCATED OR IN WHICH SELLER OR ANY AFFILIATE THEREOF CONDUCTS THE
SELLER'S BUSINESS, UPON, AGAINST OR AFFECTING THE ACQUIRED ASSETS.
6.
REPRESENTATIONS OF TRAFFIX AND PURCHASER.
Traffix and Purchaser, jointly and severally, represent and warrant to Seller
and the Seller's Shareholders as follows:
6.1
Existence and Good Standing.
Traffix and Purchaser are each corporations duly organized, validly existing and
in good standing under the laws of Delaware and each has all requisite corporate
power and authority to own, lease and operate all its properties and to carry on
its business as now being conducted.
Neither Purchaser nor Traffix is required
to qualify to do business in any jurisdiction such that the failure to qualify
would have an adverse effect on the conduct of its business.
Traffix directly
owns all of the capital stock of Purchaser.
6.2
Shares.
The Shares have been duly authorized and, when delivered at the Closing, will be
validly issued, fully paid and non-assessable, will be free and clear of any
liabilities, liens, security interests, pledges or encumbrances of any nature
whatsoever, except such as