EXISTING LAWSUIT.
BUYER HAS BEEN
INFORMED OF THE MATERIAL FACTS IN CONNECTION WITH THE LAWSUIT REFERENCED AS ITEM
2 ON SCHEDULE 5(H) AND HAS HAD THE OPPORTUNITY TO ASK TO QUESTIONS AND OBTAIN
RESPONSES FROM THE MANAGEMENT OF THE COMPANIES REGARDING SUCH LAWSUIT.
(J)
NO BROKER'S FEE.
NO SELLER WILL NOT
INCUR ANY LIABILITY FOR ANY FINANCIAL ADVISORY FEES, BROKERAGE FEES, COMMISSIONS
OR FINDERS' FEES DUE OR CLAIMED TO BE DUE TO ANY BROKER, FINDER,
8
AGENT, REPRESENTATIVE, CONSULTANT, OR SIMILAR PERSON RETAINED BY OR WHOSE CLAIMS
ARISE FROM CONTACT WITH BUYER, OR ANY AFFILIATES OF BUYER, AS A RESULT OF THE
CLOSING OF THE TRANSACTION.
9
7.
OTHER COVENANTS AND AGREEMENTS.
(A)
ACCESS TO INFORMATION.
IMMEDIATELY
FOLLOWING THE EXECUTION
AND DELIVER OF THIS AGREEMENT BY THE PARTIES, SELLERS
WILL CAUSE EACH COMPANY TO PROVIDE TO THE BUYER AND ITS REPRESENTATIVES
REASONABLE ACCESS, UPON NOTICE AND REQUEST, TO ALL OFFICES AND OTHER FACILITIES
OF THE APPLICABLE COMPANY, AND TO ALL BOOKS AND RECORDS OF EACH COMPANY, AND TO
CAUSE EACH COMPANY TO PERMIT THE BUYER TO MAKE SUCH INSPECTIONS AND TO MAKE
COPIES OF SUCH BOOKS AND RECORDS AS IT MAY REASONABLY REQUIRE AND SHALL CAUSE
THE OFFICERS OF EACH COMPANY TO FURNISH THE BUYER WITH SUCH FINANCIAL AND
OPERATING DATA AND OTHER INFORMATION AS THE BUYER MAY FROM TIME TO TIME
REASONABLY REQUEST.
BUYER AND SELLERS AGREE AND ACKNOWLEDGE THAT THE
CONDITIONS OF CLOSING, SET FORTH IN SECTIONS 3(B) AND 3(C) ARE THE SOLE AND
EXCLUSIVE CLOSING CONDITIONS.
(B)
CONDUCT OF THE BUSINESS OF THE COMPANIES
PRIOR TO THE CLOSING DATE.
EXCEPT AS CONTEMPLATED BY THIS AGREEMENT OR AS
EXPRESSLY AGREED TO IN WRITING BY BUYER DURING THE PERIOD FOLLOWING THE DATE OF
THIS AGREEMENT AND UNTIL THE EARLIER OF THE CLOSING DATE OR TERMINATION OF THIS
AGREEMENT (THE "PRE-CLOSING PERIOD"), SELLERS SHALL CAUSE THE COMPANIES TO
CONDUCT THEIR RESPECTIVE OPERATIONS IN THE ORDINARY AND USUAL COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE, SUBJECT TO THE FOLLOWING CONDITIONS:
(I)
ORDINARY COURSE OF BUSINESS.
THE
BUSINESS OF THE COMPANIES SHALL BE CONDUCTED DILIGENTLY AND ONLY IN THE ORDINARY
COURSE OF BUSINESS IN SUBSTANTIALLY THE SAME MANNER AS THE COMPANIES HAVE
HERETOFORE CONDUCTED THEIR BUSINESSES AND THE COMPANIES SHALL NOT MAKE ANY
MATERIAL CHANGE IN PERSONNEL, OPERATIONS, FINANCE, ACCOUNTING POLICIES, OR REAL
OR PERSONAL PROPERTY.
NEITHER SELLERS NOR THE COMPANIES SHALL ADOPT A PLAN OF
COMPLETE OR PARTIAL LIQUIDATION OR RESOLUTIONS PROVIDING FOR OR AUTHORIZING
LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION, RESTRUCTURING, RECAPITALIZATION
OR OTHER REORGANIZATION.
THE COMPANIES SHALL NOT ACQUIRE, OR ENTER INTO ANY
AGREEMENT OR COMMITMENT TO ACQUIRE (BY MERGER, CONSOLIDATION OR ACQUISITION OF
STOCK OR ASSETS OR OTHERWISE) ANY CORPORATION, PARTNERSHIP OR OTHER BUSINESS
ORGANIZATION, OR ANY INTEREST THEREIN OR DIVISION THEREOF.
(II)
MAINTENANCE OF ASSETS.
THE COMPANIES
SHALL MAINTAIN THE LEASEHOLD INTERESTS IN EFFECT AND KEEP THEIR EQUIPMENT IN AS
GOOD WORKING ORDER AND CONDITION AS AT PRESENT, ORDINARY WEAR AND TEAR EXCEPTED,
CONSISTENT WITH PAST PRACTICES AND SHALL NOT SELL, LEASE OR OTHERWISE DISPOSE OF
ANY