THE STATUTORY PERIOD OF LIMITATIONS
APPLICABLE TO ANY CLAIM FOR TAXES, IN EACH CASE, RELATED TO THE BUSINESS THAT
COULD HAVE ANY EFFECT UPON BUYER, THE ASSETS OR THE BUSINESS AFTER THE CLOSING;
(X)
LICENSE ANY INTELLECTUAL PROPERTY RIGHTS
OF THE BUSINESS TO OR FROM ANY THIRD PARTY PURSUANT TO AN ARRANGEMENT OTHER THAN
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(XI)
MAKE OR AUTHORIZE ANY CAPITAL EXPENDITURES
ON BEHALF OF THE BUSINESS OTHER THAN IN ACCORDANCE WITH THE BUSINESS' ANNUAL
PLAN OR OTHER THAN CAPITAL EXPENDITURES NOT EXCEEDING $50,000 INDIVIDUALLY OR
$200,000 IN THE AGGREGATE;
(XII)
INCUR ANY INDEBTEDNESS FOR BORROWED MONEY
OTHER THAN FROM BUYER OR ANY AFFILIATE OF BUYER, ISSUE ANY DEBT SECURITIES OR
ASSUME, GUARANTEE OR ENDORSE THE OBLIGATIONS OF ANY OTHER PERSONS OR SUBJECT ANY
OF THE ASSETS TO ANY LIENS;
(XIII)
CANCEL OR COMPROMISE ANY MATERIAL DEBT OR CLAIM
OR WAIVE OR RELEASE ANY MATERIAL RIGHTS OF THE BUSINESS; OR
(XIV)
ENTER INTO ANY AGREEMENT ON BEHALF OF THE BUSINESS
TO DO ANY OF THE FOREGOING.
SECTION 5.2
ACCESS TO INFORMATION
(A)
BETWEEN THE DATE OF THIS AGREEMENT AND THE
CLOSING DATE, SELLER GROUP SHALL, SUBJECT TO ANY RESTRICTIONS AS TO
CONFIDENTIALITY APPLICABLE TO SELLER GROUP WHETHER BY LAW, AGREEMENT OR
CONTRACT, (I) GIVE BUYER AND ITS AUTHORIZED REPRESENTATIVES REASONABLE ACCESS TO
ALL BOOKS, RECORDS, WORK PAPERS, PERSONNEL, OFFICES AND OTHER FACILITIES AND
PROPERTIES OF THE BUSINESS AND ITS ACCOUNTANTS; (II) PERMIT BUYER AND ITS
AUTHORIZED REPRESENTATIVES TO MAKE SUCH COPIES AND INSPECTIONS THEREOF AS ANY OF
THEM MAY REASONABLY REQUEST; (III) PERMIT BUYER AND ITS AUTHORIZED
REPRESENTATIVES TO CONDUCT AN ENVIRONMENTAL INSPECTION OF THE BUSINESS REAL
PROPERTY (INCLUDING A "PHASE I" SITE ASSESSMENT WHICH MAY ALSO INCLUDE INTERIOR
WIPE SAMPLING), PROVIDED THAT BUYER AND ITS REPRESENTATIVES SHALL HAVE NO RIGHT
TO UNDERTAKE ANY SOIL OR GROUNDWATER INVESTIGATION; AND (IV) CAUSE THE OFFICERS
OF SELLER GROUP TO FURNISH BUYER AND ITS AUTHORIZED REPRESENTATIVES WITH SUCH
FINANCIAL AND OPERATING DATA AND OTHER INFORMATION WITH RESPECT TO THE BUSINESS
AND PROPERTIES OF THE BUSINESS AS ANY OF THEM MAY FROM TIME TO TIME REASONABLY
REQUEST; PROVIDED, HOWEVER, THAT ANY SUCH ACCESS SHALL BE CONDUCTED DURING
NORMAL BUSINESS HOURS UNDER THE SUPERVISION OF SELLER GROUP'S PERSONNEL AND IN
SUCH A MANNER AS TO MAINTAIN THE CONFIDENTIALITY OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND NOT INTERFERE UNREASONABLY WITH THE NORMAL
OPERATIONS OF THE BUSINESS, EXCEPT AS OTHERWISE CONTEMPLATED BY THIS AGREEMENT.
30
(B)
FROM AND AFTER THE DATE OF THIS AGREEMENT
AND CONTINUING UNTIL THE BUYER SURVIVAL DATE, ALL SELLER GROUP CONFIDENTIAL
INFORMATION (AS HEREINAFTER DEFINED) SHALL (I) BE HELD BY BUYER WITH THE SAME
DEGREE OF SKILL AND CARE THAT IT WOULD EXERCISE IN SIMILAR CIRCUMSTANCES IN
CARRYING OUT ITS OWN BUSINESS TO PREVENT THE DISCLOSURE OR ACCESSIBILITY TO
OTHERS OF SUCH INFORMATION AND (II) SHALL NOT BE REVEALED, REPORTED, PUBLISHED,
DISCLOSED OR TRANSFERRED TO ANY PERSON OR ENTITY (OTHER THAN THE SELLER GROUP).
FOR PURPOSES OF THIS AGREEMENT, "SELLER GROUP