OF TRADE CREDIT IN THE ORDINARY COURSE OF BUSINESS;
K)
INCREASE THE COMPENSATION PAYABLE OR TO
BECOME PAYABLE TO ITS OFFICERS OR EMPLOYEES, OR, EXCEPT AS PRESENTLY BOUND TO
DO, GRANT ANY SEVERANCE OR TERMINATION PAY TO, OR ENTER INTO ANY EMPLOYMENT OR
SEVERANCE AGREEMENT WITH, ANY OF ITS DIRECTORS, OFFICERS OR OTHER EMPLOYEES, OR
ESTABLISH, ADOPT, ENTER INTO OR AMEND OR TAKE ANY ACTION TO ACCELERATE ANY
RIGHTS OR BENEFITS WHICH ANY COLLECTIVE BARGAINING, BONUS, PROFIT SHARING,
TRUST, COMPENSATION, STOCK OPTION, RESTRICTED
18
STOCK, PENSION, RETIREMENT, DEFERRED COMPENSATION, EMPLOYMENT, TERMINATION,
SEVERANCE OR OTHER PLAN, AGREEMENT, TRUST, FUND, POLICY OR ARRANGEMENT FOR THE
BENEFIT OF ANY DIRECTORS, OFFICERS OR EMPLOYEES;
L)
OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS, HIRE OR TERMINATE ANY EMPLOYEE OF EITHER OF THE ACQUIRED COMPANIES;
M)
TAKE ANY ACTION WITH RESPECT TO ACCOUNTING
POLICIES OR PROCEDURES OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
N)
(I) MAKE OR CHANGE ANY MATERIAL TAX ELECTION
OR POSITION, (II) AMEND ANY MATERIAL TAX RETURN, (III) ENTER INTO ANY CLOSING
AGREEMENT WITH A GOVERNMENTAL AUTHORITY, (IV) WAIVE OR EXTEND ANY STATUTE OF
LIMITATIONS WITH RESPECT TO TAXES, (V) SETTLE OR COMPROMISE ANY MATERIAL TAX
LIABILITY, CLAIM OR ASSESSMENT OR SURRENDER ANY RIGHT TO CLAIM A REFUND OF
MATERIAL TAXES;
O)
ACQUIRE (BY MERGER, CONSOLIDATION,
ACQUISITION OF STOCK OR ASSETS OR OTHERWISE) ANY CORPORATION, PARTNERSHIP OR
OTHER BUSINESS ORGANIZATION OR ASSETS COMPRISING A BUSINESS OR ANY MATERIAL
AMOUNT OF PROPERTY OR ASSETS IN OR OF ANY OTHER PERSON;
P)
DISPOSE, TRANSFER OR LEASE ANY PROPERTY OR
ASSETS;
Q)
RELEASE ANY RIGHTS OR CLAIMS IN RESPECT OF
THE BUSINESS;
R)
PAY, DISCHARGE OR SATISFY ANY EXISTING
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 OF DUE AND PAYABLE LIABILITIES REFLECTED OR
RESERVED AGAINST IN ITS FINANCIAL STATEMENTS, AS APPROPRIATE, OR LIABILITIES
INCURRED AFTER THE DATE THEREOF IN THE ORDINARY COURSE OF BUSINESS EXCEPT AS
PROVIDED FOR IN SECTION 7.3 OF THIS AGREEMENT; OR
S)
AGREE, IN WRITING OR OTHERWISE, TO TAKE OR
AUTHORIZE ANY OF THE FOREGOING ACTIONS OR ANY ACTION WHICH WOULD MAKE ANY
REPRESENTATION OR WARRANTY IN ARTICLE VI UNTRUE OR INCORRECT.
SECTION 6.2
ACCESS.
A)
FROM THE DATE HEREOF TO THE CLOSING, SUBJECT
TO ANY APPLICABLE REQUIREMENT OF LAW, SELLERS WILL PERMIT BUYERS AND THEIR
REPRESENTATIVES TO HAVE REASONABLE ACCESS, DURING REGULAR BUSINESS HOURS AND
UPON REASONABLE ADVANCE NOTICE, TO THE ACQUIRED COMPANIES' AND GE USER'S
PROPERTIES, PREMISES, FACILITIES, INFORMATION TECHNOLOGY SYSTEMS, EMPLOYEES AND
REPRESENTATIVES AND BOOKS AND RECORDS TO THE EXTENT RELATED TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE RELATED AGREEMENTS, PROVIDED THAT SUCH
ACCESS IS REASONABLY NECESSARY FOR BUYERS TO COMPLETE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR TO CONDUCT THE BUSINESS AS CONTEMPLATED BY
THIS AGREEMENT; AND PROVIDED, FURTHER, THAT BUYERS
19
SHALL NOT BE ENTITLED TO ACCESS TO ANY CONFIDENTIAL INFORMATION RESPECTING
SELLERS' OR ITS AFFILIATES' CLIENTS, ANY INFORMATION SUBJECT TO CONFIDENTIALITY
DUTIES