TERMS OF EXISTING COMPANY CONTRACTS AND EXCEPT FOR BUDGETED
ANNUAL MERIT INCREASES SCHEDULED TO BE EFFECTIVE AUGUST 1, 2005 AS DISCLOSED IN
SECTION 7.2 OF THE DISCLOSURE SCHEDULE;
(K)
ISSUE OR SELL ANY ADDITIONAL SHARES OR
EQUITY INTEREST OR ANY OPTIONS, WARRANTS, CONVERSION PRIVILEGES OR RIGHTS OF ANY
KIND TO ACQUIRE ANY SHARES OF CAPITAL STOCK OR EQUITY INTERESTS OF COMPANY;
(L)
FAIL TO MAINTAIN AND REPAIR COMPANY'S
FACILITIES IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH COMPANY'S PAST
PRACTICES;
30
(M)
FAIL TO CARRY OUT PROMOTIONAL AND MARKETING
PROGRAMS IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH COMPANY'S PAST
PRACTICES; OR
(N)
ADOPT OR AMEND ANY BONUS, PROFIT SHARING,
STOCK OPTION, PENSION, RETIREMENT, DEFERRED COMPENSATION OR OTHER EMPLOYEE
BENEFIT PLAN, AGREEMENT, TRUST, FUND OR ARRANGEMENTS FOR THE BENEFIT OR WELFARE
OF ANY DIRECTOR OR EMPLOYEE OF THE COMPANY, EXCEPT AS REQUIRED BY LAW.
7.3
ACCESS.
(A)
PRIOR TO CLOSING, BUYER AND ITS OFFICERS,
DIRECTORS, PARTNERS, MEMBERS, ATTORNEYS, ACCOUNTANTS AND REPRESENTATIVES SHALL
BE AFFORDED REASONABLE ACCESS DURING NORMAL BUSINESS HOURS TO THE BOOKS AND
RECORDS OF COMPANY AND EACH COMPANY SUBSIDIARY, UPON REASONABLE PRIOR NOTICE,
AND COMPANY SHALL PROMPTLY MAKE AVAILABLE TO BUYER OTHER INFORMATION CONCERNING
COMPANY AND THE COMPANY SUBSIDIARIES, THEIR BUSINESS, PROPERTIES AND PERSONNEL
AS BUYER MAY REASONABLY REQUEST; PROVIDED, HOWEVER, THAT ANY SUCH ACCESS SHALL
BE CONDUCTED AT BUYER'S EXPENSE, UNDER THE REASONABLE SUPERVISION OF COMPANY'S
PERSONNEL AND IN SUCH A MANNER AS TO MAINTAIN THE CONFIDENTIALITY OF SUCH
INFORMATION AND NOT TO INTERFERE WITH THE NORMAL OPERATION OF THE BUSINESS OF
COMPANY OR THE COMPANY SUBSIDIARIES.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, NONE OF COMPANY, ANY COMPANY SUBSIDIARY OR SELLER
SHALL HAVE ANY OBLIGATION TO DISCLOSE ANY INFORMATION TO BUYER TO THE EXTENT
SUCH DISCLOSURE WOULD (A) RESULT IN A MATERIAL BREACH OF ANY CONTRACT TO WHICH
COMPANY, SUCH COMPANY SUBSIDIARY OR SELLER IS A PARTY OR IS OTHERWISE BOUND,
(B) REASONABLY BE EXPECTED TO JEOPARDIZE ANY ATTORNEY-CLIENT OR OTHER LEGAL
PRIVILEGE OF COMPANY, SUCH COMPANY SUBSIDIARY OR SELLER, OR (C) RESULT IN A
VIOLATION OF ANY LAWS OR FIDUCIARY DUTIES APPLICABLE TO COMPANY, SUCH COMPANY
SUBSIDIARY OR SELLER.
THE INFORMATION CONTAINED IN THE DISCLOSURE SCHEDULE OR
DELIVERED TO BUYER OR ITS AUTHORIZED REPRESENTATIVES PURSUANT HERETO SHALL BE
SUBJECT TO THE CONFIDENTIALITY AGREEMENT, AND, FOR THAT PURPOSE AND TO THAT
EXTENT, THE TERMS OF THE CONFIDENTIALITY AGREEMENT ARE INCORPORATED HEREIN BY
REFERENCE.
THE CONFIDENTIALITY AGREEMENT WILL TERMINATE EFFECTIVE AS OF THE
CLOSING.
7.4
CONSENTS.
PRIOR TO CLOSING, SELLER, COMPANY
AND BUYER SHALL COOPERATE AND USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL
CONSENTS, PERMITS, APPROVALS OF, AND EXEMPTIONS BY, ANY GOVERNMENTAL BODY AND
ALL CONSENTS OF ANY THIRD PARTY, IN EACH CASE, NECESSARY FOR THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; PROVIDED THAT SELLER AND ITS
AFFILIATES (INCLUDING COMPANY AND THE COMPANY SUBSIDIARIES) SHALL NOT BE
REQUIRED TO EXPEND ANY MONEY TO OBTAIN SUCH CONSENTS, AND PROVIDED FURTHER,
THAT, NOTWITHSTANDING THE FOREGOING, THE ACTIONS OF SELLER AND BUYER WITH
RESPECT