AND TO DO ALL THINGS NECESSARY, PROPER, OR ADVISABLE
IN ORDER TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (INCLUDING SATISFACTION, BUT NOT WAIVER, OF THE CLOSING CONDITIONS SET
FORTH IN SECTION 7 BELOW).
5.2
OPERATION OF BUSINESS.
FROM THE DATE OF THIS AGREEMENT THROUGH THE
CLOSING, EXCEPT AS THE PURCHASER MAY APPROVE OTHERWISE (WITH SUCH APPROVAL NOT
TO BE UNREASONABLY WITHHELD), OR AS OTHERWISE EXPRESSLY CONTEMPLATED OR
PERMITTED BY THE TRANSACTION DOCUMENTS, THE COMPANY SHALL (I) OBTAIN THE
ADVERTISING AND PROMOTIONAL SERVICES SET FORTH ON SCHEDULE A ATTACHED HERETO FOR
THE MONTHS OF MAY AND JUNE 2003 AND (II) OTHERWISE CONDUCT THE BUSINESS IN THE
ORDINARY COURSE IN ACCORDANCE WITH PAST PRACTICE.
NOTHING IN THIS SECTION SHALL
PREVENT THE COMPANY FROM USING CASH TO PAY OR DISCHARGE ANY COMPANY DEBT ON OR
PRIOR TO THE CLOSING DATE.
17
5.3
ACCESS TO RECORDS.
PRIOR TO THE CLOSING, SUBJECT TO THE TERMS OF
THE CONFIDENTIALITY AGREEMENT (AS DEFINED BELOW), THE COMPANY SHALL PERMIT THE
PURCHASER TO HAVE ACCESS AT REASONABLE TIMES, AND IN A MANNER SO AS NOT TO
INTERFERE WITH THE NORMAL BUSINESS OPERATIONS OF THE COMPANY, TO ALL BOOKS,
RECORDS (INCLUDING TAX RECORDS), CONTRACTS, AND DOCUMENTS OF OR PERTAINING TO
THE BUSINESS.
5.4
NOTICE OF DEVELOPMENTS.
THE SELLERS AND THE COMPANY SHALL PROMPTLY
NOTIFY THE PURCHASER IN WRITING OF ANY DEVELOPMENT CAUSING A BREACH OF ANY OF
THE REPRESENTATIONS AND WARRANTIES IN SECTIONS 3 AND 4 ABOVE.
UNLESS THE
PURCHASER HAS THE RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 9.1
BELOW BY REASON OF SUCH DEVELOPMENT AND EXERCISES THAT RIGHT WITHIN FIFTEEN (15)
BUSINESS DAYS AFTER GAINING SUCH RIGHT, AS PROVIDED IN SECTION 9.1 BELOW, THE
WRITTEN NOTICE PURSUANT TO THIS SECTION 5.4 SHALL BE DEEMED TO HAVE AMENDED THE
SCHEDULES, TO HAVE QUALIFIED THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
SECTIONS 3 AND 4 ABOVE, AND TO HAVE CURED ANY MISREPRESENTATION OR BREACH OF
WARRANTY THAT OTHERWISE MIGHT HAVE EXISTED HEREUNDER BY REASON OF THE
DEVELOPMENT.
FROM THE DATE OF THIS AGREEMENT UNTIL THE CLOSING, THE PURCHASER
PROMPTLY SHALL NOTIFY THE SELLERS IF ANY REPRESENTATION AND WARRANTY OF THE
PURCHASER SET FORTH IN THIS AGREEMENT WAS UNTRUE WHEN MADE OR SUBSEQUENTLY HAS
BECOME UNTRUE.
5.5
PUBLIC ANNOUNCEMENTS.
(A)
PRIOR TO THE CLOSING DATE, NONE OF THE COMPANY AND THE SELLERS, ON
THE ONE HAND, OR THE PURCHASER, ON THE OTHER HAND, SHALL MAKE, OR PERMIT ANY
AGENT OR AFFILIATE TO MAKE, ANY PUBLIC STATEMENTS, INCLUDING, WITHOUT
LIMITATION, ANY PRESS RELEASES, WITH RESPECT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD), EXCEPT AS MAY BE REQUIRED BY LAW
OR AS SET FORTH ON SCHEDULE 5(A) ATTACHED HERETO ("PERMITTED DISCLOSURES").
OTHER THAN WITH RESPECT TO PERMITTED DISCLOSURES, THE PURCHASER, ON THE ONE
HAND, AND THE SELLERS AND THE COMPANY, ON THE OTHER HAND, SHALL PROVIDE THE
OTHER WITH A PRIOR COPY OF THE CONTENT AND SUBSTANCE OF ALL PUBLIC ANNOUNCEMENTS
CONCERNING