OF THE
ACQUISITION.
BUYER HAS HAD AN OPPORTUNITY TO REVIEW THE RECORDS AND BUSINESS OF
SEA COAST PROVIDED TO BUYER AND TO ASK QUESTIONS AND RECEIVE ANSWERS FROM SELLER
AND SEA COAST REGARDING SEA COAST.
ARTICLE V
COVENANTS
SECTION 5.1
OTHER OFFERS. FROM AND AFTER
THE DATE HEREOF AND UNTIL THE CLOSING, NEITHER SELLER, SEA COAST NOR ANY OF
THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES,
REPRESENTATIVES OR AGENTS SHALL, DIRECTLY OR INDIRECTLY, (A) SOLICIT, ENTER INTO
OR CONDUCT DISCUSSIONS RELATING TO, INITIATE OR KNOWINGLY ENCOURAGE ANY OFFER OR
PROPOSAL FOR, OR ANY INDICATION OF INTEREST IN, A MERGER OR BUSINESS COMBINATION
INVOLVING SEA COAST OR THE ACQUISITION OF AN EQUITY INTEREST IN, OR A
SUBSTANTIAL PORTION OF THE ASSETS OF, SEA COAST ("A TRANSACTION"), OR (B) ENGAGE
IN NEGOTIATIONS WITH OR DISCLOSE ANY NONPUBLIC INFORMATION RELATING TO SEA COAST
OR ITS BUSINESSES, OR AFFORD ACCESS TO THE PROPERTIES, BOOKS OR RECORDS OF SEA
COAST, TO ANY PERSON (OTHER THAN BUYER) WITH RESPECT TO A TRANSACTION.
SELLER
SHALL NOTIFY BUYER OF ANY SUCH INQUIRY OR PROPOSAL WITHIN THREE BUSINESS DAY
AFTER RECEIPT OR AWARENESS OF THE SAME BY SELLER'S CHIEF EXECUTIVE OFFICER.
SECTION 5.2
CONDUCT OF BUSINESS PENDING
CLOSING.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 5.2, BETWEEN THE DATE OF THIS
AGREEMENT AND THE CLOSING DATE, SELLER WILL, AND SELLER WILL CAUSE SEA COAST TO:
(I)
CONDUCT THE BUSINESS OF SEA COAST IN THE
USUAL AND ORDINARY COURSE THEREOF, INCLUDING, WITHOUT LIMITATION, THE MAKING OF
PROPOSALS, QUOTATIONS, BIDS AND SOLICITATIONS, AND THE ENTERING INTO OF
CONTRACTS FOR THE PURCHASE AND SALE OF PRODUCTS AND SERVICES;
(II)
COMMUNICATE REGULARLY WITH BUYER AND KEEP
BUYER ADVISED OF ANY MATERIAL DEVELOPMENTS RELATING TO THE BUSINESS OF SEA
COAST;
(III)
MAINTAIN AND PRESERVE THE BUSINESS AND
ASSETS OF SEA COAST IN CUSTOMARY REPAIR, ORDER AND CONDITION, REASONABLE WEAR
AND TEAR EXCEPTED;
(IV)
USE THEIR REASONABLE BEST EFFORTS TO PRESERVE
SEA COAST'S BUSINESS ORGANIZATION INTACT, TO RETAIN THE SERVICES OF SEA COAST'S
OFFICERS, EMPLOYEES AND
25
AGENTS AND TO PRESERVE SEA COAST'S RELATIONSHIPS AND GOOD WILL WITH ITS
SUPPLIERS, CUSTOMERS, LANDLORDS, CREDITORS, EMPLOYEES, AGENTS AND OTHERS HAVING
BUSINESS DEALINGS WITH SEA COAST;
(V)
CONFER WITH BUYER CONCERNING OPERATIONAL
MATTERS OF A MATERIAL NATURE;
(VI)
USE THEIR REASONABLE EFFORTS TO CAUSE ALL OF
THE REPRESENTATIONS AND WARRANTIES IN ARTICLE III HEREOF TO CONTINUE TO BE TRUE
AND CORRECT; AND
(VII)
OTHERWISE REPORT PERIODICALLY TO BUYER
CONCERNING THE STATUS OF THE BUSINESS, OPERATIONS AND FINANCES OF SEA COAST.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY THIS AGREEMENT,
BETWEEN THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, SELLER WILL NOT, AND
SELLER WILL CAUSE SEA COAST NOT TO, WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER,
TAKE ANY AFFIRMATIVE ACTION, OR FAIL TO TAKE ANY REASONABLE ACTION WITHIN THEIR
OR ITS CONTROL, AS A RESULT OF WHICH ANY OF THE CHANGES OR EVENTS LISTED IN
SECTION 3.9 IS LIKELY TO OCCUR.
(C)
BETWEEN THE DATE OF SIGNING THIS AGREEMENT AND THE CLOSING
DATE, SELLER WILL NOT,