PURCHASED ASSETS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, (IV) MAINTAIN THE GOODWILL OF
CUSTOMERS, SUPPLIERS, DISTRIBUTORS AND OTHER PERSONS TO WHOM SELLER SELLS GOODS
OR PROVIDES SERVICES OR WITH WHOM SELLER OTHERWISE HAS SIGNIFICANT BUSINESS
RELATIONSHIPS IN CONNECTION WITH THE BUSINESS, AND (V) CONTINUE ALL CURRENT
SALES, SERVICE, MARKETING, PROMOTIONAL, PRODUCT DEVELOPMENT AND OTHER ACTIVITIES
RELATING TO THE BUSINESS;
26
(II)
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW AND CONSISTENT
WITH PAST PRACTICE, (I) CAUSE THE BOOKS AND RECORDS OF THE BUSINESS TO BE
MAINTAINED IN THE USUAL, REGULAR AND ORDINARY MANNER, AND (II) NOT PERMIT ANY
CHANGE IN ANY PRICING, INVESTMENT, ACCOUNTING, FINANCIAL REPORTING, INVENTORY,
CREDIT, ALLOWANCE OR TAX PRACTICE, POLICY OR ELECTION OR SELLER THAT WOULD
MATERIALLY AND ADVERSELY AFFECT THE BUSINESS, THE PURCHASED ASSETS OR INCREASE
THE ASSUMED LIABILITIES;
(III)
USE ALL COMMERCIALLY REASONABLE EFFORTS TO CONTINUE IN FULL FORCE
AND EFFECT ALL MATERIAL INSURANCE POLICIES (OR COMPARABLE INSURANCE POLICIES)
INSURING THE BUSINESS AND ITS ASSETS; AND
(IV)
COMPLY IN ALL MATERIAL RESPECTS WITH ALL LAWS AND ORDERS
APPLICABLE TO THE BUSINESS, AND PROMPTLY FOLLOWING RECEIPT THEREOF DELIVER TO
BUYER COPIES OF ANY WRITTEN NOTICE RECEIVED FROM ANY GOVERNMENTAL BODY OR OTHER
PERSON ALLEGING ANY VIOLATION OF ANY SUCH LAW OR ORDER.
(B)
SELLER AGREES THAT, DURING THE PRE-CLOSING PERIOD, EXCEPT AS
CONTEMPLATED BY THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THIS TRANSACTION OR
AS OTHERWISE CONSENTED TO OR APPROVED IN ADVANCE BY PARENT OR BUYER, SELLER
SHALL NOT:
(I)
EXCEPT FOR ANY EXISTING BENEFIT PLAN OR PROGRAM OR CONTRACT, MAKE
ANY REPRESENTATION OR PROMISE, ORAL OR WRITTEN, TO ANY EMPLOYEE CONCERNING ANY
EMPLOYEE BENEFIT PLAN, EXCEPT FOR STATEMENTS AS TO THE RIGHTS OR ACCRUED
BENEFITS OF ANY EMPLOYEE UNDER THE TERMS OF ANY EMPLOYEE BENEFIT PLAN OR
AGREEMENTS, OR OTHERWISE REQUIRED BY LAW;
(II)
EXCEPT FOR ANY EXISTING BENEFIT PLAN OR PROGRAM OR CONTRACT, MAKE
ANY INCREASE IN THE SALARY, WAGES OR OTHER COMPENSATION (CASH, EQUITY OR
OTHERWISE) OF ANY EMPLOYEE WHOSE ANNUAL SALARY IS OR, AFTER GIVING EFFECT TO
SUCH CHANGE, WOULD BE THE EQUIVALENT INDIVIDUALLY TO IN EXCESS OF US$50,000 AND
IN THE AGGREGATE IN EXCESS OF US$100,000;
(III)
ADOPT, ENTER INTO OR BECOME BOUND BY ANY EMPLOYEE BENEFIT PLAN,
ANY EMPLOYMENT-RELATED CONTRACT OR ANY COLLECTIVE BARGAINING AGREEMENT WITH
RESPECT TO THE BUSINESS OR ANY OF THE EMPLOYEES, OR, AMENDING, MODIFYING OR
TERMINATING (PARTIALLY OR COMPLETELY) ANY SUCH EMPLOYEE BENEFIT PLAN,
EMPLOYMENT-RELATED CONTRACT OR COLLECTIVE BARGAINING AGREEMENT, EXCEPT TO THE
EXTENT REQUIRED BY APPLICABLE LAW OR EXISTING CONTRACTUAL OBLIGATION AND, IN THE
EVENT COMPLIANCE WITH LEGAL REQUIREMENTS PRESENTS OPTIONS, ONLY TO THE EXTENT
THAT THE OPTION WHICH SELLER REASONABLY BELIEVES TO BE THE LEAST COSTLY IS
CHOSEN, EXCEPT IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(IV)
TERMINATE THE EMPLOYMENT OF ANY EMPLOYEE, EXCEPT FOR CAUSE,
PROVIDED SELLER PROVIDES NOTICE TO PARENT OR BUYER PRIOR TO ANY SUCH
TERMINATION, OR
(V)
ENTER INTO ANY CONTRACT TO DO OR ENGAGE IN ANY OF THE FOREGOING
ITEMS SET