ENTER INTO
INTERCOMPANY TRANSACTIONS GIVING RISE TO DEFERRED GAIN OR LOSS OF ANY KIND;
5.2.21.
ACCOUNTING.
CHANGE ACCOUNTING METHODS OR
PRACTICES (INCLUDING ANY CHANGE IN DEPRECIATION OR AMORTIZATION POLICIES) OR
REVALUE ANY OF ITS ASSETS (INCLUDING WRITING DOWN THE VALUE OF INVENTORY OR
WRITING OFF NOTES OR ACCOUNTS RECEIVABLE OTHERWISE THAN IN THE ORDINARY COURSE
OF BUSINESS), EXCEPT IN EACH CASE AS REQUIRED BY CHANGES IN GAAP AS CONCURRED
WITH ITS INDEPENDENT ACCOUNTANTS AND AFTER NOTICE TO PURCHASER;
5.2.22.
REAL PROPERTY.
ENTER INTO ANY AGREEMENT
FOR THE PURCHASE, SALE OR LEASE OF ANY REAL PROPERTY OR OWNED TENANT
IMPROVEMENTS;
5.2.23.
ENCUMBRANCES.
PLACE OR ALLOW THE
CREATION OF ANY ENCUMBRANCE (OTHER THAN A PERMITTED ENCUMBRANCE) ON ANY OF ITS
PROPERTIES, AND, IN THE RESPECT OF THE SELLERS, ON THE INTEREST;
5.2.24.
WARRANTIES, DISCOUNTS.
MATERIALLY CHANGE
THE MANNER IN WHICH IT PROVIDES WARRANTIES, DISCOUNTS OR CREDITS TO CUSTOMERS;
5.2.25.
INTERESTED PARTY TRANSACTIONS.
ENTER
INTO ANY CONTRACT IN WHICH ANY INTERESTED PARTY HAS AN INTEREST UNDER
CIRCUMSTANCES THAT, IF ENTERED IMMEDIATELY PRIOR TO THE DATE OF SIGNING THE
ORIGINAL PURCHASE AGREEMENT, WOULD REQUIRE THAT SUCH CONTRACT BE LISTED ON
SCHEDULE
OF THE DISCLOSURE SCHEDULE;
5.2.26.
GRANTS.
APPLY FOR, PROGRESS OR OBTAIN
FUNDS UNDER ANY GRANT, INCENTIVES, TAX BENEFITS AND SUBSIDIES FILED WITH ANY
GOVERNMENTAL ENTITY;
5.2.27.
WEB SITE. ENGAGE IN ANY ACTION THAT WILL
BE OF DETRIMENT TO THE VALIDITY OR VALUE OF THE DOMAIN NAMES OR URLS INCLUDED IN
THE COMPANY REGISTERED INTELLECTUAL PROPERTY, OR CHANGE THE "LOOK AND FEEL" OF
ANY COMPANY WEB SITE AT ANY SUCH URLS; AND
5.2.28.
OTHER.
TAKE OR AGREE IN WRITING OR
OTHERWISE TO TAKE, ANY OF THE ACTIONS DESCRIBED IN CLAUSES
THROUGH , OR ANY
ACTION WHICH WOULD REASONABLY BE EXPECTED TO MAKE ANY OF THE COMPANY'S
REPRESENTATIONS OR WARRANTIES CONTAINED IN THIS AGREEMENT UNTRUE OR INCORRECT
SUCH THAT THE CONDITION SET FORTH IN SECTION 7.3.1 OR 7.3.4 WOULD NOT BE
SATISFIED, OR PREVENT THE COMPANY FROM PERFORMING OR CAUSE THE COMPANY NOT TO
PERFORM ONE OR MORE COVENANTS REQUIRED HEREUNDER TO BE PERFORMED BY THE COMPANY
SUCH THAT THE CONDITION SET FORTH IN SECTION 7.3.1 WOULD NOT BE SATISFIED.
5.3.
Point of Contact.
All notices, request for
consents and other communications pursuant to this
shall be in writing,
delivered in accordance with Section 10.2 and shall be sent by Sellers
Representative, as the Company's point of contact to Purchaser's point of
contact as detailed in Section 10.2.
6.
ADDITIONAL AGREEMENTS
6.1.
ACCESS TO INFORMATION.
6.1.1.
DURING THE PERIOD COMMENCING ON THE
DATE OF SIGNING THE ORIGINAL PURCHASE AGREEMENT AND CONTINUING UNTIL THE EARLIER
OF THE TERMINATION OF THIS AGREEMENT OR THE CLOSING, (I) THE COMPANY AND THE
SELLERS SHALL AFFORD PURCHASER AND ITS ACCOUNTANTS, COUNSEL AND OTHER
REPRESENTATIVES, REASONABLE ACCESS DURING BUSINESS HOURS TO (A) ALL OF THE
COMPANY'S AND EACH OF ITS SUBSIDIARIES' PROPERTIES, BOOKS, CONTRACTS AND
RECORDS, AND (B) ALL OTHER INFORMATION CONCERNING THE BUSINESS, PROPERTIES AND
PERSONNEL OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AS PURCHASER MAY REASONABLY
REQUEST,