4.1
BUYER'S ACCESS TO PREMISES AND INFORMATION
13
4.2
CONDUCT OF BUSINESS IN NORMAL COURSE
13
4.3
PRESERVATION OF BUSINESS AND RELATIONSHIPS
13
4.4
MAINTENANCE OF INSURANCE
13
4.5
EMPLOYEES AND COMPENSATION
13
4.6
NEW TRANSACTIONS
14
4.7
EXISTING AGREEMENTS
14
ii
TABLE OF CONTENTS
(continued)
Page
4.8
CONSENTS OF OTHERS
14
4.9
DOCUMENTATION OF PROCEDURES AND TRADE SECRETS
14
4.10
REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING
14
4.11
NOTIFICATION
14
4.12
NO NEGOTIATION
15
ARTICLE 5
BUYER'S OBLIGATIONS BEFORE CLOSING
15
5.1
SECURING CONSENTS OF THIRD PARTIES
15
5.2
RESALE CERTIFICATE
15
5.3
BULK SALES LAW
15
ARTICLE 6
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE
15
6.1
ACCURACY OF SELLING PARTIES' REPRESENTATIONS AND WARRANTIES
15
6.2
PERFORMANCE BY SELLING PARTIES
16
6.3
NO MATERIAL ADVERSE CHANGE
16
6.4
CERTIFICATION BY COMPANY
16
6.5
ABSENCE OF LITIGATION
16
6.6
CORPORATE APPROVAL
16
6.7
CONSENTS
16
6.8
CONSULTING AGREEMENT
16
6.9
APPROVAL OF DOCUMENTATION
17
6.10
ASSIGNMENTS OF LEASES, CONSENTS TO ASSIGNMENT AND ESTOPPEL CERTIFICATES
17
6.11
MISSION VALLEY LOCATION
17
6.12
EQUITY FINANCING
17
ARTICLE 7
CONDITIONS PRECEDENT TO SELLING PARTIES' PERFORMANCE
18
7.1
ACCURACY OF BUYER'S REPRESENTATIONS AND WARRANTIES
18
7.2
BUYER'S PERFORMANCE
18
7.3
BUYER'S CORPORATE APPROVAL
18
7.4
ABSENCE OF LITIGATION
18
ARTICLE 8
SELLING PARTIES' OBLIGATIONS AFTER CLOSING
18
iii
TABLE OF CONTENTS
(continued)
Page
8.1
INDEMNIFICATION
18
8.2
Limits on Indemnification
19
8.3
Indemnification as Exclusive Remedy
20
8.4
SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS
20
8.5
NON-COMPETITION
20
8.6
CONFIDENTIAL INFORMATION
20
8.7
COMPANY NOT TO USE NAME
21
8.8
PAYMENT OF RETAINED LIABILITIES
21
8.9
RETENTION OF AND ACCESS TO RECORDS
21
ARTICLE 9
THE CLOSING
21
9.1
TIME AND PLACE
21
9.2
SELLING PARTIES' OBLIGATIONS AT CLOSING
21
9.3
BUYER'S OBLIGATIONS AT CLOSING
22
ARTICLE 10
TERMINATION
23
10.1
TERMINATION EVENTS
23
10.2
EFFECT OF TERMINATION
24
ARTICLE 11
MISCELLANEOUS
24
11.1
PUBLICITY
24
11.2
FINDER'S OR BROKER'S FEES
24
11.3
EXPENSES
24
11.4
INTERPRETATION AND EFFECT OF HEADINGS
25
11.5
ENTIRE AGREEMENT; MODIFICATION; WAIVER
25
11.6
COUNTERPARTS
25
11.7
PARTIES IN INTEREST
25
11.8
ASSIGNMENT
25
11.9
ARBITRATION
25
11.10
RECOVERY OF LITIGATION COSTS
25
11.11
NOTICES
26
11.12
GOVERNING LAW
26
11.13
SEVERABILITY
26
iv