DIRECTORS' FEES OR
BONUSES, AND SHALL PERMIT NO CASH DISTRIBUTIONS FOR ANY PURPOSE OUTSIDE THE
ORDINARY COURSE OF BUSINESS; (III) ENTER INTO ANY CONTRACT WHICH MATERIALLY
ADVERSELY AFFECTS ITS BUSINESS, SALES VOLUME OR MARKETING METHODS; (IV) SHALL
USE ITS COMMERCIALLY REASONABLE EFFORTS TO PRESERVE THE GOODWILL OF ITS
CUSTOMERS, EMPLOYEES, SUPPLIERS AND OTHERS WITH WHOM THE ACQUIRED ENTITIES HAVE
BUSINESS RELATIONS; (V) SHALL MAINTAIN ITS CASH MANAGEMENT, ACCOUNTS RECEIVABLE
COLLECTION AND ACCOUNTS PAYABLE PAYMENT PRACTICES IN ACCORDANCE WITH PAST CUSTOM
AND PRACTICE; OR (VI) OTHERWISE ENGAGE IN ANY PRACTICE, TAKE ANY ACTION, OR
ENTER INTO ANY TRANSACTION OF THE SORT DESCRIBED IN SECTION 4.9 ABOVE.
SECTION 5.4
PRESERVATION OF BUSINESS.
THE SELLERS WILL CAUSE THE
CORPORATION TO KEEP ITS BUSINESS AND PROPERTIES SUBSTANTIALLY, INTACT, INCLUDING
ITS PRESENT OPERATIONS, PHYSICAL FACILITIES, WORKING CONDITIONS, AND
RELATIONSHIPS WITH LESSORS, LICENSORS, SUPPLIERS, CUSTOMERS AND EMPLOYEES.
41
SECTION 5.5
FULL ACCESS.
THE SELLERS WILL PERMIT, AND THE SELLERS
WILL CAUSE THE CORPORATION TO PERMIT, REPRESENTATIVES OF THE BUYER TO HAVE FULL
ACCESS AT ALL REASONABLE TIMES, AND IN A MANNER SO AS NOT TO INTERFERE WITH THE
NORMAL BUSINESS OPERATIONS OF THE CORPORATION AND THE PERFORMANCE OF THE
SELLERS' DUTIES UNDER THIS AGREEMENT, TO ALL PREMISES, PROPERTIES, PERSONNEL,
BOOKS, RECORDS (INCLUDING TAX RECORDS), CONTRACTS, AND DOCUMENTS OF OR
PERTAINING TO THE CORPORATION.
SECTION 5.6
NOTICE OF DEVELOPMENTS; SUPPLEMENTS TO SCHEDULES.
(A)
EACH PARTY WILL GIVE WRITTEN NOTICE WITHIN TWO DAYS TO THE OTHER
PARTIES OF ANY DEVELOPMENT CAUSING A BREACH OF ANY OF THE REPRESENTATIONS AND
WARRANTIES IN ARTICLE III OR ARTICLE IV ABOVE.
A WRITTEN NOTICE GIVEN PURSUANT
TO THIS SECTION 5.6(A) SHALL BECOME AN EXHIBIT TO THIS AGREEMENT AND SHALL BE
INCORPORATED HEREIN IF SUCH NOTICE IS DELIVERED PRIOR TO THE CLOSING.
IF THE
PARTY TO WHOM THE NOTICE IS ADDRESSED RECEIVES SUCH NOTICE PRIOR TO CLOSING AND
THEREAFTER PARTICIPATES IN THE CLOSING, SUCH PARTY WILL BE DEEMED TO HAVE WAIVED
ANY CLAIMS RELATING TO THE MATTERS SPECIFIED IN SUCH NOTICE; PROVIDED, HOWEVER,
THAT NO WAIVER SHALL BE DEEMED TO HAVE BEEN MADE WITH RESPECT TO ANY CLAIMS THAT
ARISE FROM OR ARE THE SUBJECT OF MATTERS THAT ARE NOT SPECIFICALLY STATED IN
SUCH NOTICE.
(B)
FROM TIME TO TIME UNTIL THE CLOSING, THE SELLERS SHALL PROMPTLY
SUPPLEMENT OR AMEND THE SCHEDULES THAT IT HAS DELIVERED WITH RESPECT TO ANY
MATTER FIRST EXISTING OR OCCURRING FOLLOWING THE DATE HEREOF THAT (A) IF
EXISTING OR OCCURRING AT OR PRIOR TO THE DATE HEREOF, WOULD HAVE BEEN REQUIRED
TO BE SET FORTH OR DESCRIBED IN THE SCHEDULES, OR (B) IS NECESSARY TO CORRECT
ANY INFORMATION IN THE SCHEDULES THAT HAS BEEN RENDERED INACCURATE THEREBY.
A
SUPPLEMENT OR AMENDMENT TO THE SCHEDULES GIVEN TO THE BUYER PURSUANT TO THIS
SECTION 5.6(B) SHALL BECOME PART OF THE SCHEDULES TO THIS AGREEMENT AND SHALL BE
INCORPORATED HEREIN IF SUCH SUPPLEMENT OR AMENDMENT IS DELIVERED PRIOR TO THE
CLOSING.
IF THE BUYER RECEIVES SUCH A SUPPLEMENT OR AMENDMENT TO THE SCHEDULES
PRIOR TO CLOSING AND THEREAFTER PARTICIPATES IN