RETURN TO THE COMPANY ALL TANGIBLE
EMBODIMENTS (AND ALL COPIES) OF THE CONFIDENTIAL INFORMATION WHICH ARE IN ITS
POSSESSION.
(E)
NOTICE OF DEVELOPMENTS.
BETWEEN THE DATE OF THIS AGREEMENT AND
THE CLOSING DATE, EACH SHAREHOLDER WILL PROMPTLY NOTIFY BUYER IN WRITING IF SUCH
SHAREHOLDER OR THE COMPANY BECOMES AWARE OF ANY FACT OR CONDITION THAT CAUSES OR
CONSTITUTES A MATERIAL BREACH OF ANY OF THE SHAREHOLDERS' REPRESENTATIONS AND
WARRANTIES AS OF THE DATE OF THIS AGREEMENT, OR IF SUCH SHAREHOLDER OR THE
COMPANY BECOMES AWARE OF THE OCCURRENCE AFTER THE DATE OF THIS AGREEMENT OF ANY
FACT OR CONDITION THAT WOULD (EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS
AGREEMENT) CAUSE OR CONSTITUTE A BREACH OF ANY SUCH REPRESENTATION OR WARRANTY
HAD SUCH REPRESENTATION OR WARRANTY BEEN MADE AS OF THE TIME OF OCCURRENCE OR
DISCOVERY OF SUCH FACT OR CONDITION. SHOULD ANY SUCH FACT OR CONDITION REQUIRE
ANY CHANGE IN THE DISCLOSURE SCHEDULE IF THE DISCLOSURE SCHEDULE WERE DATED THE
DATE OF THE OCCURRENCE OR DISCOVERY OF ANY SUCH FACT OR CONDITION, SHAREHOLDERS
WILL PROMPTLY DELIVER TO BUYER A SUPPLEMENT TO THE DISCLOSURE SCHEDULE
SPECIFYING SUCH CHANGE. DURING THE SAME PERIOD, EACH SHAREHOLDER WILL PROMPTLY
NOTIFY BUYER OF THE OCCURRENCE OF ANY BREACH OF ANY COVENANT OF SHAREHOLDERS IN
THIS AGREEMENT OR OF THE OCCURRENCE OF ANY EVENT THAT MAY MAKE THE SATISFACTION
OF THE CONDITIONS IN §8(A) IMPOSSIBLE OR UNLIKELY.
(F)
EXCLUSIVITY. NONE OF THE COMPANY NOR THE SHAREHOLDERS SHALL, AND
SHALL NOT AUTHORIZE OR PERMIT ANY OFFICER, DIRECTOR OR EMPLOYEE OF OR ANY
INVESTMENT BANKER, ATTORNEY, ACCOUNTANT OR OTHER REPRESENTATIVE RETAINED BY SUCH
PARTIES, TO (I) SOLICIT, INITIATE OR ENCOURAGE ANY OTHER BID, (II) ENTER INTO
ANY AGREEMENT WITH RESPECT TO ANY OTHER BID, OR (III) PARTICIPATE IN ANY
DISCUSSIONS OR NEGOTIATIONS REGARDING, OR FURNISH TO ANY PERSON ANY INFORMATION
WITH RESPECT TO, OR TAKE ANY OTHER ACTION TO FACILITATE ANY INQUIRIES OR THE
MAKING OF ANY PROPOSAL THAT CONSTITUTES, OR MAY REASONABLY BE EXPECTED TO LEAD
TO, ANY OTHER BID. EACH OF THE COMPANY AND THE SHAREHOLDERS SHALL PROMPTLY
ADVISE THE BUYER OF ANY OTHER BID OR ANY INQUIRY WITH RESPECT TO OR WHICH COULD
LEAD TO ANY OTHER BID AND THE IDENTITY OF THE PERSON MAKING ANY SUCH OTHER BID
OR INQUIRY. AS USED IN THIS §5(F), "OTHER BID" MEANS ANY PROPOSAL FOR A MERGER,
SALE OF SECURITIES, SALE OF SUBSTANTIAL ASSETS OR SIMILAR TRANSACTION INVOLVING
THE COMPANY, THE SHARES AND/OR THE SHAREHOLDERS, OTHER THAN THE ACQUISITION OF
THE COMPANY'S INVENTORIES IN THE ORDINARY COURSE OF BUSINESS.
(g) Insurance. The Company shall use commercially reasonable efforts to keep, or
cause to be kept, all insurance policies set forth on §3(s) to the Disclosure
Schedule or suitable replacements therefor, in full force and effect through the
close of business on the Closing Date.
6. POST-CLOSING COVENANTS. THE PARTIES AGREE AS FOLLOWS WITH RESPECT TO THE
PERIOD FOLLOWING THE CLOSING:
(A)
GENERAL. IN CASE AT ANY TIME AFTER THE CLOSING ANY FURTHER ACTION
IS NECESSARY TO CARRY OUT