FINANCING IN AN AGGREGATE
AMOUNT SUFFICIENT TO PAY ALL OF THE CONSIDERATION PAYABLE TO THE SELLERS AS
REQUIRED BY THIS AGREEMENT, AND TO MAKE ALL OTHER NECESSARY PAYMENTS IN
CONNECTION WITH THE PURCHASE OF THE PURCHASED SHARES AND TO PAY ALL RELATED FEES
AND EXPENSES TO BE PAID BY THE BUYERS.
IMMEDIATELY AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY, EACH OF THE BUYERS WILL NOT (I) BE INSOLVENT
(EITHER BECAUSE ITS FINANCIAL CONDITION IS SUCH THAT THE SUM OF ITS DEBTS IS
GREATER THAN THE FAIR VALUE OF ITS ASSETS OR BECAUSE THE FAIR SALABLE VALUE OF
ITS ASSETS IS LESS THAN THE AMOUNT REQUIRED TO PAY ITS PROBABLE LIABILITY ON ITS
EXISTING DEBTS AS THEY MATURE), (II) HAVE UNREASONABLY INSUFFICIENT CAPITAL WITH
WHICH TO ENGAGE IN ITS BUSINESS, OR (III) HAVE INCURRED DEBTS BEYOND ITS ABILITY
TO PAY AS THEY BECOME DUE.
SECTION 5.6
LITIGATION.
THERE ARE NO
ACTIONS, SUITS, CLAIMS OR PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF THE
BUYERS, THREATENED AGAINST OR INVOLVING THE BUYERS OR ANY OF ITS ASSETS OR
PROPERTIES BY OR BEFORE ANY AUTHORITY THAT QUESTION THE VALIDITY OF THIS
AGREEMENT OR SEEK TO PROHIBIT, ENJOIN OR OTHERWISE CHALLENGE THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED
16
HEREBY.
THERE ARE NO OUTSTANDING ORDERS, JUDGMENTS, INJUNCTIONS, STIPULATIONS,
AWARDS OR DECREES OF ANY GOVERNMENTAL AUTHORITY AGAINST THE BUYERS OR ANY OF
THEIR ASSETS OR PROPERTIES WHICH PROHIBIT OR ENJOIN THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 5.7
INFORMATION.
THE BUYERS HAVE
CONDUCTED SOME PRELIMINARY INVESTIGATION, REVIEW AND ANALYSIS OF THE BUSINESS,
OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION AND
PROSPECTS OF THE ACQUIRED COMPANIES IN LARGE PART BASED UPON THE INFORMATION
PROVIDED TO BUYERS BY SELLERS.
ARTICLE VI
CONDUCT OF BUSINESS PENDING THE CLOSING
SECTION 6.1
CONDUCT OF BUSINESS BY THE
SELLERS PENDING THE CLOSING.
THE SELLERS, JOINTLY AND SEVERALLY, COVENANT AND
AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY REQUIRED OR PERMITTED BY THE TERMS OF
THIS AGREEMENT, OR EXCEPT AS EXPRESSLY APPROVED OR DIRECTED BY THE BUYERS,
BETWEEN THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, EACH OF THE SELLERS
SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE EACH OF THE ACQUIRED COMPANIES
AND GE USER TO OPERATE IN THE ORDINARY COURSE OF BUSINESS AND EACH OF THE
SELLERS SHALL CAUSE EACH OF THE ACQUIRED COMPANIES AND GE USER NOT TO CHANGE ITS
OPERATIONS OR POLICIES. THE SELLERS SHALL USE THEIR REASONABLE BEST EFFORTS TO
CAUSE EACH OF THE ACQUIRED COMPANIES AND GE USER TO PRESERVE INTACT ITS BUSINESS
ORGANIZATION, KEEP AVAILABLE THE SERVICES OF ITS CURRENT OFFICERS, EMPLOYEES AND
CONSULTANTS, AND PRESERVE ITS PRESENT RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS
AND OTHER PERSONS WITH WHICH IT HAS SIGNIFICANT BUSINESS RELATIONS.
BY WAY OF
AMPLIFICATION AND NOT LIMITATION, THE SELLERS SHALL NOT, BETWEEN THE DATE OF
THIS AGREEMENT AND THE CLOSING DATE, EXCEPT AS OTHERWISE PROVIDED IN
SECTION 7.5, DIRECTLY OR INDIRECTLY, PROPOSE OR AGREE, OR CAUSE ANY OF THE
FOLLOWING WITH REGARD TO EITHER OF THE ACQUIRED COMPANIES, WITHOUT THE PRIOR
WRITTEN CONSENT