OR WHICH
REASONABLY MAY BE EXPECTED TO RENDER, ANY REPRESENTATION OR WARRANTY MADE BY IT
IN THIS AGREEMENT UNTRUE OR INACCURATE AT THE CLOSING.
(D)
THE COMPANY SHALL NOT ADOPT OR AMEND ANY BONUS, PROFIT SHARING,
COMPENSATION, EQUITY ARRANGEMENT, PENSION, RETIREMENT, DEFERRED COMPENSATION,
EMPLOYMENT OR OTHER EMPLOYEE BENEFIT PLAN, TRUST, FUND OR GROUP ARRANGEMENT FOR
THE BENEFIT OR WELFARE OF ANY EMPLOYEES OR ANY DIRECTOR, OTHER THAN ANY
AMENDMENT NECESSARY TO MAINTAIN FAVORABLE TAX STATUS OR COMPLY WITH ANY
APPLICABLE LAW.
(E)
THE COMPANY SHALL NOT CANCEL OR TERMINATE ANY INSURANCE POLICIES
OR CAUSE ANY OF THE COVERAGE THEREUNDER TO LAPSE, UNLESS SIMULTANEOUSLY WITH
SUCH TERMINATION, CANCELLATION OR LAPSE, REPLACEMENT POLICIES PROVIDING COVERAGE
EQUAL TO OR GREATER THAN THE COVERAGE UNDER THE CANCELED, TERMINATED OR LAPSED
POLICIES WITH AN INSURER HAVING RATINGS AT LEAST AS GOOD (BASED UPON THE MOST
RECENT EDITION OF BEST'S INSURANCE REPORTS) AND THE INSURER WHOSE POLICY
TERMINATED, WAS CANCELLED OR LAPSED.
(F)
THE COMPANY SHALL:
(I)
USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO PRESERVE INTACT
ITS BUSINESS ORGANIZATION AND GOODWILL, KEEP AVAILABLE THE SERVICES OF ITS
OFFICERS, CONSULTANTS, AND EMPLOYEES AS A GROUP AND MAINTAIN SATISFACTORY
RELATIONSHIPS WITH ITS SUPPLIERS, CUSTOMERS AND VENDORS;
(II)
USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO ENCOURAGE
EMPLOYEES OF THE COMPANY TO REMAIN WITH THE COMPANY AFTER THE CLOSING;
(III)
CONFER PERIODICALLY, AT TIMES ESTABLISHED BY AGREEMENT BETWEEN
THE PARTIES, WITH REPRESENTATIVES OF C&T TO REPORT OPERATIONAL MATTERS AND THE
GENERAL STATUS OF ONGOING OPERATIONS OF THE BUSINESS OF THE COMPANY (INCLUDING,
WITHOUT LIMITATION, PROVISION OF PERIODIC, WRITTEN REPORTS ON GAS PROCUREMENT);
41
(IV)
PROMPTLY NOTIFY C&T OF (A) ANY EMERGENCY REGARDING THE COMPANY,
(B) ANY OTHER CHANGE IN THE ORDINARY COURSE OF BUSINESS OR IN THE OPERATION OF
THE PROPERTIES OF THE COMPANY AND (C) ANY COMPLAINTS, INVESTIGATIONS OR HEARINGS
(OR COMMUNICATIONS INDICATING THAT THE SAME MAY BE CONTEMPLATED) OF ANY
GOVERNMENTAL ENTITY REGARDING THE COMPANY;
(V)
FULFILL ALL COMMITMENTS PREVIOUSLY MADE, OR MADE FROM THE DATE OF
THIS AGREEMENT TO CLOSING, TO GOVERNMENTAL ENTITIES RELATING TO THE CONDUCT OF
THE COMPANY'S BUSINESS INCLUDING, WITHOUT LIMITATION, COMMITMENTS DESIGNATED AS
RESULTING ON "POTENTIAL MANAGEMENT DEFICIENCIES" IN APPENDIX A OF THE JOINT
PROPOSAL SUBMITTED TO THE NEW YORK STATE PUBLIC SERVICE COMMISSION IN CASE NOS.
05-G-1359, 05-G-1268, 04-G-1032, AND OTHER PUBLIC SERVICE COMMISSION
REQUIREMENTS REGARDING GAS PROCUREMENT ACTIONS;
(VI)
(A)
CONDUCT A SEARCH OF THE REAL ESTATE RECORDS OF THE LOCAL
GOVERNMENTAL AUTHORITIES HAVING JURISDICTION OVER THE PROPERTIES LISTED IN
SECTION 3.12(B)(A)(VIII-X) OF THE COMPANY DISCLOSURE SCHEDULE TO DETERMINE THE
PRIOR OWNERS OF SAID PROPERTIES; AND
(B)
OBTAIN FROM SUCH OWNERS, AND RECORD IN THE REAL ESTATE RECORDS OF
THE LOCAL GOVERNMENTAL AUTHORITIES HAVING JURISDICTION OVER THE PROPERTIES,
CORRECTIVE DEEDS TO ESTABLISH OWNERSHIP BY THE COMPANY OF THE PROPERTIES IN FEE
SIMPLE; AND
(VII)
TAKE ALL SUCH ACTION, AS PROMPTLY AS POSSIBLE, AS MAY BE NECESSARY
OR APPROPRIATE TO EFFECTUATE THE MERGER.
(G)
THE COMPANY SHALL NOT PERFORM ANY ACT REFERENCED BY (OR OMIT TO
PERFORM ANY ACT WHICH OMISSION