SELLER PARTY OR (3) A SALE, LICENSE OR OTHER TRANSFER OF ALL OR A MATERIAL PART
OF THE ASSETS OF ANY OF THE SUBJECT COMPANIES OR ANY SELLER PARTY (EACH, A
"TRANSACTION"), OR (B) ENGAGE IN NEGOTIATIONS WITH OR DISCLOSE ANY NONPUBLIC
INFORMATION RELATING TO ANY OF THE SUBJECT COMPANIES, ANY SELLER PARTY OR THEIR
RESPECTIVE BUSINESSES, OR AFFORD ACCESS TO THE PROPERTIES, BOOKS OR RECORDS OF
ANY OF THE SUBJECT COMPANIES OR ANY SELLER PARTY, TO ANY PERSON WITH RESPECT TO
A TRANSACTION.
SMITH MARITIME, GO BIG AND THE SELLER PARTIES SHALL NOTIFY BUYER
OF ANY SUCH INQUIRY OR PROPOSAL WITHIN THREE BUSINESS DAYS AFTER RECEIPT OR
AWARENESS OF THE SAME.
SECTION 6.2
CONDUCT OF BUSINESS PENDING CLOSING.
(A)
BETWEEN THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, THE
SUBJECT COMPANIES AND THE SELLER PARTIES WILL, AND SELLER PARTIES WILL CAUSE THE
SUBJECT COMPANIES TO:
(I)
CONDUCT THE BUSINESS OF EACH OF THE SUBJECT COMPANIES IN THE
USUAL AND ORDINARY COURSE THEREOF, INCLUDING, WITHOUT LIMITATION, THE MAKING OF
PROPOSALS, QUOTATIONS, BIDS AND SOLICITATIONS, AND THE ENTERING INTO OF
CONTRACTS FOR THE PURCHASE AND SALE OF PRODUCTS AND SERVICES;
(II)
ORALLY ADVISE BUYER AND, UNLESS PROHIBITED BY CONFIDENTIALITY
REQUIREMENTS OR ANTITRUST LAWS, KEEP BUYER ADVISED OF ANY MATERIAL DEVELOPMENTS
RELATING TO THE BUSINESS OF EACH OF THE SUBJECT COMPANIES;
36
(III)
MAINTAIN AND PRESERVE THE BUSINESS AND ASSETS OF EACH OF THE
SUBJECT COMPANIES IN CUSTOMARY REPAIR, ORDER AND CONDITION, REASONABLE WEAR AND
TEAR EXCEPTED;
(IV)
USE THEIR REASONABLE BEST EFFORTS TO PRESERVE THE BUSINESS
ORGANIZATION OF EACH OF THE SUBJECT COMPANIES INTACT, TO RETAIN THE SERVICES OF
THE OFFICERS, EMPLOYEES AND AGENTS OF EACH OF THE SUBJECT COMPANIES AND TO
PRESERVE THE RELATIONSHIPS AND GOOD WILL OF EACH OF THE SUBJECT COMPANIES WITH
THEIR SUPPLIERS, CUSTOMERS, LANDLORDS, CREDITORS, EMPLOYEES, AGENTS AND OTHERS
HAVING BUSINESS DEALINGS WITH ANY OF THE SUBJECT COMPANIES;
(V)
CONFER WITH BUYER CONCERNING MATTERS OF A NATURE DESCRIBED IN
SECTION 4.9;
(VI)
USE THEIR REASONABLE EFFORTS TO CAUSE ALL OF THE REPRESENTATIONS
AND WARRANTIES IN ARTICLES III AND IV HEREOF TO CONTINUE TO BE TRUE AND CORRECT;
AND
(VII)
OTHERWISE RESPOND TO BUYER'S REASONABLE REQUESTS CONCERNING THE
STATUS OF THE BUSINESS, OPERATIONS AND FINANCES OF ANY OF THE SUBJECT COMPANIES.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY THIS AGREEMENT, BETWEEN
THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, THE SELLER PARTIES WILL NOT,
AND THE SELLER PARTIES WILL CAUSE THE SUBJECT COMPANIES NOT TO, WITHOUT THE
PRIOR WRITTEN CONSENT OF BUYER, TAKE ANY ACTION, OR FAIL TO TAKE ANY REASONABLE
ACTION WITHIN THEIR OR ITS CONTROL, AS A RESULT OF WHICH ANY OF THE CHANGES OR
EVENTS LISTED IN SECTION 4.9 WOULD REASONABLY BE EXPECTED TO OCCUR.
SECTION 6.3
ACCESS.
SMITH MARITIME AND GO BIG WILL, AND THE SELLER PARTIES
WILL CAUSE THE SUBJECT COMPANIES 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
EACH OF THE