Transferred Assets,
the Assumed Obligations or the Business on or after the Closing);
(f)
make any material changes in standard sales terms and conditions;
32
(G)
MAKE ANY CHANGE IN ACCOUNTING METHODS OR
PRINCIPLES APPLICABLE TO THE BUSINESS, THE TRANSFERRED ASSETS OR THE ASSUMED
OBLIGATIONS, EXCEPT AS REQUIRED BY CHANGES IN GAAP;
(H)
EFFECT OR PERMIT A "PLANT CLOSING" OR "MASS
LAYOFF" AS THOSE TERMS ARE DEFINED IN WARN WITHOUT COMPLYING WITH THE NOTICE
REQUIREMENTS AND ALL OTHER PROVISIONS OF WARN OR TAKE ANY SIMILAR ACTION WITHOUT
COMPLYING WITH NOTICE REQUIREMENTS AND OTHER PROVISIONS OF ANY SIMILAR
APPLICABLE STATE OR LOCAL LAWS;
(I)
ENTER INTO ANY COMMITMENT OR TRANSACTION
WHICH, IF EFFECTED BEFORE THE DATE OF THIS AGREEMENT, WOULD CONSTITUTE A
MATERIAL BREACH OF THE REPRESENTATIONS, WARRANTIES OR AGREEMENTS CONTAINED IN
THIS AGREEMENT, OR TAKE ANY ACTION OR FAIL TO TAKE ANY ACTION OR, TO THE EXTENT
WITHIN SELLERS' CONTROL, PERMIT TO OCCUR ANY EVENT THAT, INDIVIDUALLY OR IN THE
AGGREGATE, WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
OR
(J)
AGREE OR COMMIT, WHETHER IN WRITING OR
OTHERWISE, TO DO ANY OF THE FOREGOING.
4.2
POST-CLOSING COOPERATION.
AFTER CLOSING,
SELLERS SHALL TAKE ALL ACTIONS AND EXECUTE ALL DOCUMENTS REASONABLY NECESSARY TO
ASSIST BUYERS OR THEIR DESIGNEES, AT BUYERS' REQUEST AND EXPENSE, TO SECURE,
PERFECT AND RECORD BUYERS' OWNERSHIP OF ANY ASSIGNED IP ASSETS IN ALL
APPROPRIATE GOVERNMENT AGENCIES AND REGISTRIES.
UPON A REQUEST FROM BUYERS
WITHIN TWO YEARS AFTER THE CLOSING DATE, TO THE EXTENT THAT ANY TRADE SECRETS OR
CONFIDENTIAL INFORMATION INCLUDED IN THE ASSIGNED IP ASSETS (OR LICENSED TO
BUYERS PURSUANT TO THE CROSS LICENSE AGREEMENT) ARE NOT DELIVERED TO BUYERS IN
TANGIBLE OR PHYSICAL FORM WITHIN THE TRANSFERRED ASSETS, SELLERS SHALL TAKE
REASONABLE EFFORTS TO OBTAIN REASONABLE DISCLOSURE TO BUYERS WITH RESPECT
THERETO TO BE MADE BY THE APPLICABLE THEN-CURRENT EMPLOYEES OF SELLERS, IF ANY,
WITHIN A REASONABLE TIME AFTER SUCH REQUEST BY BUYERS.
4.3
FULL ACCESS AND PRE-CLOSING COOPERATION.
PRIOR TO THE CLOSING, SELLERS SHALL AFFORD TO BUYERS, THEIR COUNSEL,
ACCOUNTANTS AND OTHER REPRESENTATIVES, ACCESS TO THE BOOKS, RECORDS, EMPLOYEES,
SUPPLIERS, DISTRIBUTORS, CUSTOMERS AND SUCH OTHER INFORMATION OF SELLERS AND
THEIR AFFILIATES RELATING IN ANY WAY TO THE BUSINESS OR THE TRANSFERRED ASSETS
IN ORDER THAT BUYERS MAY HAVE REASONABLE OPPORTUNITY TO MAKE SUCH INVESTIGATIONS
(AND MAKE SUCH COPIES FOR ITS RECORDS) AS THEY SHALL REASONABLY DESIRE TO MAKE
OF THE AFFAIRS OF SELLERS RELATING TO THE BUSINESS OR THE TRANSFERRED ASSETS;
AND SELLERS WILL CAUSE THEIR OFFICERS AND ACCOUNTANTS TO FURNISH SUCH ADDITIONAL
FINANCIAL AND OPERATING DATA AND OTHER INFORMATION AS BUYERS SHALL, FROM TIME TO
TIME, REASONABLY REQUEST, INCLUDING CORRESPONDENCE WITH ANY GOVERNMENTAL ENTITY
RELATED TO THE BUSINESS OR ANY PRODUCT, BUSINESS PLANNING AND INTEGRATION
INFORMATION AS TO CUSTOMER BOOKINGS, SALES BACKLOG, DISTRIBUTION INFORMATION,
AND 2008 SALES AND MARKETING PLANS.
ANY SUCH INVESTIGATION SHALL BE CONDUCTED
AT REASONABLE TIMES, ON REASONABLE PRIOR NOTICE, AND UNDER REASONABLE
CIRCUMSTANCES. NO INVESTIGATION OR FINDINGS OF BUYERS SHALL DIMINISH OR AFFECT
THE REPRESENTATIONS