AND SELLER WILL CAUSE SEA COAST AND ITS ERISA AFFILIATES
NOT TO, WITHOUT THE PRIOR CONSENT OF BUYER, TAKE ANY AFFIRMATIVE ACTION, OR FAIL
TO TAKE ANY REASONABLE ACTION WITHIN THEIR OR ITS CONTROL, AS A RESULT OF WHICH
ANY OF THE FOLLOWING IS LIKELY TO OCCUR:
ANY TERMINATION OF AN EMPLOYEE PENSION
BENEFIT PLAN SUBJECT TO TITLE IV OF ERISA AND SPONSORED, MAINTAINED OR
CONTRIBUTED TO BY ANY ERISA AFFILIATE, ANY COMPLETE OR PARTIAL WITHDRAWAL FROM A
MULTIEMPLOYER PENSION PLAN (AS DEFINED IN SECTION 3(37) OF ERISA) CONTRIBUTED TO
BY ANY ERISA AFFILIATE OR THE ASSERTION OF ANY WITHDRAWAL LIABILITY BY THE
TRUSTEES OF ANY MULTIEMPLOYER PENSION PLAN AGAINST ANY ERISA AFFILIATE.
SECTION 5.3
ACCESS.
(A)
SEA COAST WILL, AND SELLER WILL CAUSE SEA COAST TO, AFFORD
BUYER'S OFFICERS, ATTORNEYS, ACCOUNTANTS AND OTHER REPRESENTATIVES REASONABLE
ACCESS DURING NORMAL BUSINESS HOURS TO THE OFFICES, PERSONNEL, PLANTS,
PROPERTIES, EQUIPMENT AND RECORDS OF SEA COAST FOR THE PURPOSE OF CONDUCTING AN
INVESTIGATION THEREOF.
BUYER SHALL NOT CONTACT CLIENTS, CHARTERERS, CUSTOMERS
OR SUPPLIERS OF SEA COAST WITHOUT THE PRIOR CONSENT OF SELLER'S PRESIDENT (WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED WITHOUT GOOD REASON).
SELLER WILL FURNISH TO BUYER SUCH FINANCIAL AND OPERATING DATA AND OTHER
INFORMATION AS BUYER MAY REASONABLY REQUEST TO THE EXTENT IT IS AVAILABLE TO
SELLER AT THE TIME OF SUCH REQUEST; PROVIDED, HOWEVER, THAT THE CONFIDENTIALITY
OF ANY DATA OR INFORMATION SO ACQUIRED SHALL BE MAINTAINED BY BUYER AND ITS
REPRESENTATIVES IN ACCORDANCE WITH THE TERMS OF THE CONFIDENTIALITY AGREEMENT
DATED APRIL 11, 2005 BETWEEN PARTNERSHIP AND SEA COAST.
(B)
BUYER AGREES THAT FOR A PERIOD OF FIVE YEARS AFTER THE CLOSING
SELLER AND ITS AUTHORIZED REPRESENTATIVES SHALL UPON REASONABLE NOTICE BE
ENTITLED TO INSPECT DOCUMENTS OF SEA COAST DURING NORMAL BUSINESS HOURS FOR
REASONABLE PURPOSES RELATED TO PREPARATION OF TAX RETURNS OR FINANCIAL
STATEMENTS AND MAKE SUCH COPIES AS MAY REASONABLY BE REQUESTED, AT SELLER'S
EXPENSE.
AFTER THE CLOSING AND FOR SO LONG AS SELLER HAS AN INDEMNITY
OBLIGATION
26
UNDER THIS AGREEMENT, BUYER SHALL MAKE REASONABLE EFFORTS TO AFFORD SELLER AND
ITS AUTHORIZED REPRESENTATIVES REASONABLE ACCESS TO SEA COAST AND ITS EMPLOYEES
UPON REASONABLE NOTICE DURING NORMAL BUSINESS HOURS FOR APPROPRIATE PURPOSES
RELATING TO THE DEFENSE OF LEGAL PROCEEDINGS SUBJECT TO INDEMNITY OBLIGATIONS
UNDER ARTICLE VI (EXCLUDING ANY SUCH DISPUTE IN WHICH SEA COAST, BUYER OR ANY OF
THEIR AFFILIATES MAY BE AN ADVERSE PARTY) AND THE PREPARATION OF TAX RETURNS.
ANY SUCH ACCESS SHALL BE AT THE SOLE COST AND EXPENSE OF THE SELLER.
SECTION 5.4
TERMINATION OF GUARANTEES AND
SETTLEMENT OF INTERCOMPANY AMOUNTS.
SELLER SHALL CAUSE THE GUARANTEES REFERRED
TO IN SECTION 3.12(E) AND ANY INTERCOMPANY TRANSACTION DESCRIBED IN
SCHEDULE 3.12(F) (EXCEPT AS CONTEMPLATED UNDER SECTION 7.2(K)) TO BE TERMINATED
OR SETTLED AT OR PRIOR TO THE CLOSING AT NO COST TO SEA COAST OR TO BUYER.
SECTION 5.5
COVENANT AGAINST COMPETITION.
(A)
AS AN ESSENTIAL CONSIDERATION FOR THE OBLIGATIONS OF BUYER
UNDER THIS AGREEMENT, SELLER AND SALTCHUK (EACH A "RESTRICTED PARTY")