4 of this Agreement is to obtain disclosure
from ECC of any events, facts or matters which are known to ECC but not known to
Hoppensteadt (if any) which relate to the Sale Assets or the Switchboard
Business.
Accordingly,
5.4.1
Purchaser represents and warrants to ECC and Seller that neither Purchaser nor
Hoppensteadt has actual knowledge of any events, facts or matters which are
inconsistent with the representations and warranties of ECC and Seller contained
in this Agreement, and that Hoppensteadt has not withheld or failed to disclose
to ECC and Seller any material fact about the business or affairs of Seller; and
5.4.2
Purchaser covenants and agrees that neither ECC nor Seller shall be (or be
deemed to be) in breach of any representation or warranty as to which the
foregoing clause (5.4.1) is false or inaccurate in any material respect.
5.5
Special Covenant.
Purchaser, for itself and
Hoppensteadt, agrees that Hoppensteadt will not, in his capacity as an employee
and officer of Seller during the period from the date of this agreement through
the Closing, take, or authorize to be taken or consent to the taking of by any
employee of Seller, any action which would cause ECC or Seller to be in breach
of any covenant of either of them hereunder, and Purchaser agrees that neither
ECC nor Seller shall be (or be deemed to be) in default of any obligation
hereunder by reason of any action which is taken or permitted to be taken by or
on behalf of Seller by Hoppensteadt or with his consent or approval.
6.
Additional Representations and
Covenants.
6.1
ACCESS TO INFORMATION.
ECC AND SELLER AGREE
THAT SELLER WILL MAKE AVAILABLE TO PURCHASER AND ITS AUTHORIZED REPRESENTATIVES
DURING NORMAL BUSINESS HOURS THROUGHOUT THE PERIOD PRIOR TO THE CLOSING DATE ALL
SUCH INFORMATION CONCERNING THE AFFAIRS OF SELLER, INCLUDING ALL PROPERTIES,
BOOKS, RECORDS, ACCOUNTS AND OTHER DOCUMENTS, FOR THEIR INSPECTION AND REVIEW
AND SUCH ACCESS TO SELLER'S OFFICERS AND EMPLOYEES, AND AGENTS AND
REPRESENTATIVES OF SELLER, INCLUDING SELLER'S ACCOUNTANTS, AT THEIR RESPECTIVE
OFFICES, AS PURCHASER MAY REASONABLY REQUEST FROM TIME TO TIME.
PURCHASER
COVENANTS
10
AND AGREES THAT IT WILL HOLD AND CAUSE ITS AUTHORIZED REPRESENTATIVES TO HOLD IN
STRICT CONFIDENCE ALL INFORMATION SO OBTAINED, AND IF THE TRANSACTIONS HEREIN
PROVIDED FOR ARE NOT CONSUMMATED AS CONTEMPLATED HEREIN, PURCHASER WILL RETURN
AND CAUSE THEIR AUTHORIZED REPRESENTATIVES TO RETURN ALL SUCH INFORMATION AND
MATERIALS AS ECC OR SELLER MAY REQUEST, AND WILL NOT DISCLOSE OR DIVULGE TO OR
USE FOR ITS BENEFITS OR THE BENEFIT OF ANY OTHER PERSON, FIRM OR CORPORATION, OR
ALLOW ITS AUTHORIZED TO DO SO, ANY PORTION OF ANY SUCH DATA OR INFORMATION,
PROVIDED THAT PURCHASER SHALL NOT BE OBLIGATED TO TREAT AS CONFIDENTIAL ANY
INFORMATION WHICH SELLER DOES NOT TREAT AS CONFIDENTIAL, OR OF WHICH PURCHASER
HAD SPECIFIC KNOWLEDGE PRIOR HERETO OR WHICH IS OR BECOMES PUBLICLY KNOWN OR
AVAILABLE OTHER THAN BY VIOLATION HEREOF.
PURCHASER ACKNOWLEDGES THAT ECC IS A
REPORTING COMPANY UNDER THE FEDERAL SECURITIES