THE LAST SENTENCE OF SECTION 3.20(A) IF IT HAD BEEN IN
EFFECT ON THE DATE HEREOF OR (II) AMEND, WAIVE, TERMINATE, CANCEL, FAIL TO RENEW
OR EXTEND (IN ACCORDANCE WITH ITS TERMS CONTEMPLATING A RENEWAL OR EXTENSION)
ANY PROVISION OF ANY MATERIAL CONTRACT;
(M)
RENEW ANY MATERIAL CONTRACT DESCRIBED IN SECTION 3.20(A)(XIII) OR ENTER
INTO ANY CONTRACT THAT WOULD BE A MATERIAL CONTRACT DESCRIBED IN
SECTION 3.20(A)(XIII) IF IT HAD BEEN IN EFFECT ON THE DATE HEREOF;
(N)
TAKE ANY ACTION (OR OMIT TO TAKE ANY ACTION) IF SUCH ACTION (OR OMISSION)
WILL OR IS REASONABLY LIKELY TO RESULT IN ANY OF THE CONDITIONS TO THE
OBLIGATION OF THE PURCHASERS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT SET FORTH IN ARTICLE VIII NOT BEING SATISFIED;
(O)
SELL, ASSIGN, LEASE, LICENSE, TRANSFER OR OTHERWISE DISPOSE OF ASSETS
HAVING A VALUE OF $50,000 IN THE AGGREGATE, EXCEPT THE SALE OF INVENTORY AND
OBSOLETE OR EXCESS EQUIPMENT SOLD OR DISPOSED OF IN THE ORDINARY COURSE OF
BUSINESS;
(P)
MAKE OR CHANGE ANY MATERIAL TAX ELECTION, CHANGE AN ANNUAL ACCOUNTING
PERIOD, ADOPT OR CHANGE ANY ACCOUNTING METHOD WITH RESPECT TO MATERIAL TAXES
EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, ENTER INTO ANY TAX SHARING
CONTRACT, TAX INDEMNITY OR TAX ALLOCATION CONTRACT, FILE ANY MATERIAL AMENDED
TAX RETURN, ENTER INTO ANY CLOSING AGREEMENT, SETTLE OR COMPROMISE ANY
PROCEEDING WITH RESPECT TO ANY MATERIAL TAX CLAIM OR ASSESSMENT RELATING TO
EITHER OF THE COMPANIES OR ANY OF THE COMPANY SUBSIDIARIES, SURRENDER ANY RIGHT
TO CLAIM A REFUND OF MATERIAL TAXES, CONSENT TO ANY EXTENSION OR WAIVER OF THE
LIMITATION PERIOD APPLICABLE TO ANY MATERIAL TAX CLAIM OR ASSESSMENT RELATING TO
EITHER OF THE COMPANIES OR ANY OF THE COMPANY SUBSIDIARIES;
(Q)
ACQUIRE, LAUNCH OR DISCONTINUE ANY PRODUCT LINE;
(R)
PAY, LOAN OR ADVANCE ANY AMOUNT TO, OR SELL, TRANSFER OR LEASE ANY ASSETS
TO, THE SELLER OR ANY OF ITS AFFILIATES, EXCEPT FOR (A) TRANSACTIONS AMONG THE
COMPANIES AND THE COMPANY SUBSIDIARIES, (B) DIVIDENDS AND DISTRIBUTIONS
PERMITTED UNDER CLAUSE (A)(III) ABOVE, (C) THE PRE-CLOSING TRANSFERS AND
(D) INTERCOMPANY TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS; OR
(S)
AUTHORIZE, COMMIT OR AGREE, WHETHER IN WRITING OR OTHERWISE, TO TAKE ANY OF
THE ACTIONS SPECIFIED IN SECTIONS 5.01(A)-(R), EXCEPT AS EXPRESSLY CONTEMPLATED
BY THIS AGREEMENT AND THE ANCILLARY AGREEMENTS.
SECTION 5.02.
ACCESS TO INFORMATION.
(A)
FROM THE DATE HEREOF UNTIL THE
CLOSING, (I) UPON REASONABLE NOTICE, THE SELLER SHALL CAUSE EACH OF THE
COMPANIES AND THE COMPANY SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS TO AFFORD THE PURCHASERS AND THEIR AUTHORIZED
REPRESENTATIVES (INCLUDING THEIR ACCOUNTANTS, COUNSEL AND FINANCIAL ADVISORS)
REASONABLE ACCESS TO (A) THE OFFICES, EXECUTIVE OFFICERS AND KEY PERSONNEL WHO
52
ARE IDENTIFIED ON SCHEDULE 1.01(B), PROPERTIES AND BOOKS AND RECORDS OF SUCH
COMPANY OR COMPANY SUBSIDIARY AND (B) UPON REASONABLE NOTICE TO, AND APPROVAL
(NOT TO BE UNREASONABLY WITHHELD) FROM, THE SELLER, THE BUSINESS EMPLOYEES;
PROVIDED, HOWEVER, THAT, IN EACH CASE, ANY SUCH ACCESS SHALL BE CONDUCTED DURING
NORMAL BUSINESS HOURS