INCUR ANY NEW INDEBTEDNESS FOR BORROWED MONEY OR GUARANTEE
ANY SUCH INDEBTEDNESS OF ANOTHER PERSON, ISSUE OR SELL ANY DEBT SECURITIES OR
WARRANTS OR OTHER RIGHTS TO ACQUIRE ANY DEBT SECURITIES OF THE COMPANY,
GUARANTEE ANY DEBT SECURITIES OF ANOTHER PERSON, ENTER INTO ANY "KEEP WELL" OR
OTHER AGREEMENT TO MAINTAIN ANY FINANCIAL STATEMENT CONDITION OF ANOTHER PERSON
OR ENTER INTO ANY ARRANGEMENT HAVING THE ECONOMIC EFFECT OF ANY OF THE
FOREGOING, OR (B) MAKE ANY LOANS, ADVANCES OR CAPITAL CONTRIBUTIONS TO, OR
INVESTMENTS IN, ANY OTHER PERSON;
(VII)
MAKE OR INCUR CAPITAL EXPENDITURES IN THE AGGREGATE IN EXCESS OF
$50,000;
(VIII)
MAKE ANY MATERIAL ELECTION RELATING TO TAXES OR SETTLE OR COMPROMISE
ANY MATERIAL TAX LIABILITY;
(IX)
PAY, DISCHARGE OR SATISFY ANY CLAIMS, LIABILITIES OR
OBLIGATIONS (ABSOLUTE, ACCRUED, ASSERTED OR UNASSERTED, CONTINGENT OR
OTHERWISE), OTHER THAN THE PAYMENT, DISCHARGE OR SATISFACTION, IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND IN ACCORDANCE WITH THEIR
TERMS, OF LIABILITIES REFLECTED OR RESERVED AGAINST IN THE MOST RECENT FINANCIAL
STATEMENT (AS OF JUNE 30, 2008);
(X)
WAIVE THE BENEFITS OF, OR AGREE TO MODIFY IN ANY MANNER, ANY
CONFIDENTIALITY, STANDSTILL OR SIMILAR AGREEMENT TO WHICH THE COMPANY IS A
PARTY;
33
(XI)
ADOPT A PLAN OF COMPLETE OR PARTIAL LIQUIDATION OR RESOLUTIONS PROVIDING FOR OR
AUTHORIZING SUCH A LIQUIDATION OR A DISSOLUTION, MERGER, CONSOLIDATION,
RESTRUCTURING, RECAPITALIZATION OR REORGANIZATION;
(XII)
ENTER INTO OR AMEND ANY MATERIAL CONTRACT, AGREEMENT OR LEASE, INCLUDING ANY
COLLECTIVE BARGAINING AGREEMENT;
(XIII)
CHANGE ANY ACCOUNTING PRINCIPLE USED BY IT, EXCEPT FOR CHANGES CONFORMING TO THE
INTERNAL REVENUE CODE AND TO REGULATIONS AND OTHER PRONOUNCEMENTS PROMULGATED BY
THE UNITED STATES TREASURY;
(XIV)
SETTLE OR COMPROMISE ANY LITIGATION (WHETHER OR NOT COMMENCED PRIOR TO THE DATE
OF THIS AGREEMENT) OTHER THAN SETTLEMENTS OR COMPROMISES: (A) OF LITIGATION
WHERE THE AMOUNT PAID IN SETTLEMENT OR COMPROMISE DOES NOT EXCEED $50,000.00, OR
(B) IN CONSULTATION AND COOPERATION WITH BUYER, AND, WITH RESPECT TO ANY SUCH
SETTLEMENT, WITH THE PRIOR WRITTEN CONSENT OF BUYER;
(XV)
APPROVE ANY AUTHORITY FOR EXPENDITURE (AFE) OR OTHERWISE MAKE ANY COMMITMENT
WHICH MIGHT REQUIRE THE COMPANY TO MAKE ANY CAPITAL EXPENDITURE OR INCUR ANY
EXPENSE OTHER THAN ORDINARY OPERATING EXPENSES WITHIN INDUSTRY STANDARDS; OR
(XVI)
AUTHORIZE ANY OF, OR COMMIT OR AGREE TO TAKE ANY OF, THE FOREGOING ACTIONS.
9.3
RECORDS AND AUDIT RIGHTS.
SELLER SHALL HAVE
THE RIGHT TO MAKE AND RETAIN COPIES OF THE RECORDS AS SELLER MAY DESIRE PRIOR TO
THE DELIVERY OF THE RECORDS TO BUYER.
BUYER, FOR A PERIOD OF SEVEN (7) YEARS
AFTER THE CLOSING DATE, SHALL MAKE AVAILABLE TO SELLER (AT THE LOCATION OF SUCH
RECORDS IN BUYER'S ORGANIZATION) ACCESS TO SUCH RECORDS AS BUYER MAY HAVE IN ITS
POSSESSION (OR TO WHICH IT MAY HAVE ACCESS) UPON WRITTEN REQUEST OF SELLER,
DURING NORMAL BUSINESS HOURS; PROVIDED, HOWEVER, THAT BUYER SHALL NOT BE LIABLE
TO SELLER FOR THE LOSS OF ANY RECORDS BY REASON OF CLERICAL ERROR OR INADVERTENT
LOSS OR DESTRUCTION OF RECORDS.
SELLER AGREES TO MAKE AVAILABLE