FORTH IN THIS
SECTION 5.1(B).
(C)
SELLER AGREES THAT, DURING THE PRE-CLOSING PERIOD, EXCEPT AS
PERMITTED BY THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THIS TRANSACTION, OR AS
OTHERWISE CONSENTED TO OR APPROVED IN ADVANCE BY PARENT OR BUYER, SELLER SHALL
NOT:
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(I)
ACQUIRE, LEASE, LICENSE OR DISPOSE OF OR AGREE TO ACQUIRE LEASE,
LICENSE OR DISPOSE OF ANY ASSETS THAT WOULD CONSTITUTE PURCHASED ASSETS
HEREUNDER, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE, OR CREATE OR INCUR ANY MATERIAL LIEN, OTHER THAN A PERMITTED LIEN, ON
ANY ASSETS THAT WOULD CONSTITUTE PURCHASED ASSETS HEREUNDER;
(II)
ENTER INTO, AMEND, MODIFY, TERMINATE (PARTIALLY OR COMPLETELY),
GRANT ANY WAIVER UNDER OR GIVE ANY CONSENT WITH RESPECT TO ANY BUSINESS CONTRACT
OR ANY ASSUMED PERMIT, IN EACH CASE OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE;
(III)
VIOLATE, BREACH OR DEFAULT IN ANY MATERIAL RESPECT UNDER, OR TAKE
OR FAIL TO TAKE ANY ACTION THAT (WITH OR WITHOUT NOTICE OR LAPSE OF TIME OR
BOTH) WOULD CONSTITUTE A MATERIAL VIOLATION OR BREACH OF, OR MATERIAL DEFAULT
UNDER, ANY TERM OR PROVISION OF ANY ASSIGNED CONTRACT OR ANY ASSUMED PERMIT;
(IV)
MAKE ANY MATERIAL CHANGES IN THE CONDUCT OF THE BUSINESS, EXCEPT
AS SPECIFICALLY CONTEMPLATED OR PERMITTED BY THIS AGREEMENT, OR ANY ANCILLARY
AGREEMENT OR THIS TRANSACTION; OR
(V)
ENTER INTO ANY CONTRACT TO DO OR ENGAGE IN ANY OF THE FOREGOING
ITEMS SET FORTH IN THIS
SECTION 5.1(C).
5.2
ACCESS TO INFORMATION.
THE SELLER SHALL PERMIT THE BUYER AND ITS
REPRESENTATIVES DURING THE PRE-CLOSING PERIOD TO HAVE REASONABLE ACCESS DURING
NORMAL BUSINESS HOURS, UPON REASONABLE ADVANCE NOTICE, TO THE BOOKS AND RECORDS,
EMPLOYEES AND ASSETS OF THE BUSINESS (INCLUDING THE TESTING AND INVESTIGATION OF
ANY FACILITY AS THE BUYER DEEMS REASONABLY NECESSARY PRIOR TO THE CLOSING) THEN
UNDER THE CONTROL OF SELLER FOR THE PURPOSES OF, AMONG OTHER THINGS, IDENTIFYING
AND VERIFYING THE VALUE OF THE PURCHASED ASSETS TO BE PURCHASED AT THE CLOSING;
PROVIDED, HOWEVER, THAT SUCH ACCESS SHALL BE CONDUCTED BY THE BUYER AND ITS
REPRESENTATIVES IN SUCH A MANNER AS NOT TO INTERFERE UNREASONABLY WITH THE
BUSINESSES OR OPERATIONS OF THE SELLER OR THE BUSINESS.
IN ORDER TO FACILITATE
THE RESOLUTION OF ANY CLAIMS MADE BY OR AGAINST OR INCURRED BY PARENT OR BUYER
AFTER THE CLOSING OR FOR ANY OTHER REASONABLE PURPOSE, FOR A PERIOD OF FIVE
YEARS FOLLOWING THE CLOSING, SELLER SHALL, AND SHALL CAUSE ITS SUBSIDIARIES TO,
(I) RETAIN ALL BOOKS AND RECORDS WHICH ARE NOT TRANSFERRED TO BUYER PURSUANT TO
THIS AGREEMENT AND WHICH RELATE TO THE BUSINESS FOR PERIODS PRIOR TO THE CLOSING
AND WHICH SHALL NOT OTHERWISE HAVE BEEN DELIVERED TO BUYER AND (II) UPON
REASONABLE NOTICE, AFFORD THE OFFICERS, EMPLOYEES AND AUTHORIZED AGENTS AND
REPRESENTATIVES OF PARENT OR BUYER, REASONABLE ACCESS (INCLUDING THE RIGHT TO
MAKE PHOTOCOPIES AT PARENT OF BUYER'S EXPENSE), DURING NORMAL BUSINESS HOURS, TO
SUCH BOOKS AND RECORDS, ALL SUBJECT TO SECTION 5.8 REGARDING CONFIDENTIALITY.
5.3
NOTICE OF DEVELOPMENTS.
DURING THE