PROCEEDING, AUDIT, INVESTIGATION OR
CLAIM IN RESPECT OF TAXES.
8.7
CONDUCT OF BUSINESS PENDING CLOSING.
FROM AND AFTER THE
SIGNING DATE AND UNTIL THE CLOSING, THE SELLER PARTIES AGREE, EXCEPT AS
OTHERWISE REQUIRED OR EXPRESSLY PERMITTED BY THIS AGREEMENT, TO CAUSE EACH UC
PARTY TO DO ALL OF THE FOLLOWING:
(A)
CARRY ON ITS RESPECTIVE BUSINESS IN SUBSTANTIALLY THE SAME MANNER AS
IT HAS PRIOR TO AND AS OF THE SIGNING DATE AND NOT INTRODUCE ANY NEW METHOD OF
MANAGEMENT, OPERATION, OR ACCOUNTING;
(B)
MAINTAIN ITS PROPERTIES AND FACILITIES, INCLUDING THOSE HELD UNDER
LEASES, IN AS GOOD WORKING ORDER AND CONDITION AS AT THE SIGNING DATE, ORDINARY
WEAR AND TEAR EXCEPTED;
(C)
PERFORM ALL OF ITS MATERIAL OBLIGATIONS UNDER CONTRACTS RELATING TO OR
AFFECTING ITS RESPECTIVE ASSETS, PROPERTIES, OR RIGHTS;
(D)
KEEP IN FULL FORCE AND EFFECT ALL INSURANCE POLICIES AND COVERAGE IN
EFFECT AS OF THE SIGNING DATE;
(E)
USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN AND PRESERVE ITS
BUSINESS ORGANIZATION INTACT, RETAIN ITS PRESENT EMPLOYEES, AND MAINTAIN ITS
RELATIONSHIPS WITH SUPPLIERS, CUSTOMERS, AND OTHERS HAVING BUSINESS RELATIONS
WITH IT;
(F)
COMPLY WITH ALL PERMITS, LAWS, RULES, REGULATIONS, CONSENT ORDERS,
AND ALL OTHER ORDERS OF GOVERNMENTAL ENTITIES EXCEPT TO THE EXTENT ANY SUCH
NONCOMPLIANCE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
(G)
MAINTAIN PRESENT INDEBTEDNESS AND LEASE INSTRUMENTS AND NOT ENTER INTO
NEW OR AMENDED INDEBTEDNESS OR LEASE INSTRUMENTS; AND
(H)
FILE, ON A TIMELY BASIS, ALL REPORTS AND FORMS REQUIRED BY FEDERAL AND
STATE REGULATIONS EXCEPT TO THE EXTENT THE FAILURE TO DO SO COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
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8.8
PROHIBITED ACTIVITIES.
FROM AND AFTER THE SIGNING DATE AND
UNTIL THE CLOSING, THE SELLER PARTIES AGREE TO PREVENT EACH UC PARTY FROM DOING
ANY OF THE FOLLOWING, IN EACH CASE WITHOUT THE PRIOR WRITTEN CONSENT OF
PURCHASER (WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED):
(A)
MAKE ANY CHANGE IN ITS CERTIFICATE OR ARTICLES OF
INCORPORATION, BYLAWS, OR OTHER CHARTER DOCUMENTS;
(B)
ISSUE ANY EQUITY INTERESTS, EQUITY EQUIVALENTS, OR RIGHTS TO
ACQUIRE EQUITY INTERESTS OR EQUITY EQUIVALENTS OF ANY KIND;
(C)
ENTER INTO ANY CONTRACT OR COMMITMENT OR INCUR OR AGREE TO
INCUR ANY LIABILITY OR MAKE ANY EXPENDITURE, EXCEPT IF IT IS IN THE ORDINARY
COURSE OF BUSINESS (CONSISTENT WITH PAST PRACTICE);
(D)
OTHER THAN THE PAYMENTS CONTEMPLATED BY SECTION 2.6(E) AND AS
REQUIRED PURSUANT TO THE TERMS OF ANY MATERIAL CONTRACT EXISTING AS OF THE
SIGNING DATE AND LISTED ON SCHEDULE 5.12, INCREASE THE COMPENSATION PAYABLE OR
TO BECOME PAYABLE TO ANY OFFICER, DIRECTOR, EMPLOYEE, OR AGENT, OR MAKE ANY
BONUS OR MANAGEMENT FEE PAYMENT TO ANY SUCH PERSON;
(E)
CREATE, ASSUME, OR PERMIT TO EXIST ANY LIEN, EXCEPT FOR
PERMITTED LIENS, UPON ANY ASSETS OR PROPERTIES WHETHER NOW OWNED OR HEREAFTER
ACQUIRED;
(F)
SELL, ASSIGN, LEASE, OR OTHERWISE TRANSFER OR DISPOSE OF ANY
ASSETS, PROPERTIES, OR RIGHTS EXCEPT IN THE ORDINARY COURSE OF BUSINESS
(CONSISTENT WITH PAST PRACTICE);
(G)
NEGOTIATE FOR THE ACQUISITION OF