COLLECTIVE BARGAINING AGREEMENT,
OR (III) PAY, ANNOUNCE,
PROMISE OR GRANT, WHETHER ORALLY OR IN WRITING, ANY INCREASE IN THE WAGES,
SALARIES, COMPENSATION, BONUSES, INCENTIVES, PENSIONS, SEVERANCE OR TERMINATION
PAYMENTS, FRINGE BENEFITS OR OTHER BENEFITS TO ANY EMPLOYEES, INCLUDING WITHOUT
LIMITATION ANY INCREASE OR CHANGE PURSUANT TO ANY SELLERS' EMPLOYEE PLAN (EXCEPT
AS REQUIRED BY LAW OR, WITH RESPECT TO NON-EXECUTIVE EMPLOYEES ONLY, IN THE
ORDINARY COURSE OF BUSINESS);
(T)
DECLARE OR PAY ANY DIVIDEND OR DISTRIBUTION (WHETHER IN CASH OR
OTHER ASSETS) TO ANY STOCKHOLDER OF EITHER SELLER OTHER THAN DISTRIBUTIONS FROM
TRESTLE SUB TO PARENT;
(U)
TAKE, OR AGREE IN WRITING OR OTHERWISE TO TAKE, ANY OF THE ACTIONS
DESCRIBED IN SECTIONS 5.1(A) THROUGH 5.1(T) ABOVE, OR ANY OTHER ACTION THAT
WOULD PREVENT SELLERS FROM PERFORMING OR CAUSE SELLERS NOT TO PERFORM ITS
COVENANTS HEREUNDER.
49
5.2
Access to Information.
(A)
SELLERS WILL PERMIT BUYER, AND ITS REPRESENTATIVES TO HAVE ACCESS
AT ALL REASONABLE TIMES, AND IN A MANNER SO AS NOT TO UNREASONABLY INTERFERE
WITH ITS NORMAL BUSINESS OPERATIONS, TO ITS BUSINESS AND OPERATIONS. NEITHER
SUCH ACCESS, INSPECTION AND FURNISHING OF INFORMATION TO BUYER AND ITS
REPRESENTATIVES, NOR ANY INVESTIGATION BY BUYER AND ITS REPRESENTATIVES, SHALL
IN ANY WAY DIMINISH OR OTHERWISE AFFECT BUYER'S RIGHT TO RELY ON ANY
REPRESENTATION OR WARRANTY MADE BY SELLERS HEREUNDER. AS OF THE DATE HEREOF,
BUYER IS NOT AWARE OF ANY BREACH BY SELLERS OF ANY REPRESENTATION OR WARRANTY
HEREIN.
(B)
IN ADDITION TO ANY OTHER NOTICES OR ACCESS REQUIRED BY THIS
AGREEMENT, SELLERS SHALL ON A WEEKLY BASIS PROVIDE BUYER WITH A REPORT THAT
IDENTIFIES SELLERS' CASH TRANSACTIONS OCCURRING DURING THE PREVIOUS WEEK AND
CONTAINS (I) AN UPDATED TRIAL BALANCE SHEET OF SELLERS, (II) AN UPDATED TRIAL
ACCOUNTS RECEIVABLE STATEMENT OF SELLERS, (III) AN UPDATED TRIAL ACCOUNTS
PAYABLE STATEMENT OF SELLERS, AND (IV) A SCHEDULE OF CHANGES TO SELLERS'
MANAGEMENT ESTIMATES, RESERVES AND ACCRUALS SINCE THE DATE OF THE LAST SELLER
TRIAL BALANCE SHEET.
5.3
Notice of Developments.
Each Party shall give prompt notice to
each other Party of (i) the occurrence or non-occurrence of any event, the
occurrence or non-occurrence of which is likely to cause any representation or
warranty of such Party contained in this Agreement to be untrue or inaccurate at
or prior to the Closing and (ii) any failure of such Party to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
it hereunder; provided, however, that the delivery of any notice pursuant to
this Section 5.3 shall not limit or otherwise affect any remedies available to
each other Party. No disclosure by Sellers pursuant to this Section 5.3,
however, shall be deemed to amend or supplement the Sellers' Disclosure Letter
or prevent or cure any misrepresentations, breach of warranty or breach of
covenant without the written consent of Buyer.
5.4
No Solicitation.
(A)
EACH OF THE SELLERS AGREES THAT IT SHALL, AND SHALL CAUSE EACH OF
ITS SUBSIDIARIES AND ITS AND THEIR REPRESENTATIVES TO, CEASE IMMEDIATELY AND
CAUSE