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.
(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 CONFIDENTIAL INFORMATION" MEANS ANY NON-PUBLIC INFORMATION RELATED
TO THE