EXPLANATIONS AS
BUYER OR ANY OF BUYER'S OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS, COUNSEL,
FINANCIAL ADVISORS, AGENTS AND OTHER REPRESENTATIVES MAY REASONABLY REQUEST.
EXCEPT AS REQUIRED
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BY LAW, BUYER SHALL HOLD, AND SHALL CAUSE BUYER'S AFFILIATES AND OFFICERS,
DIRECTORS, EMPLOYEES, ACCOUNTANTS, COUNSEL, FINANCIAL ADVISORS, AGENTS AND OTHER
REPRESENTATIVES TO HOLD, ANY NON-PUBLIC INFORMATION RECEIVED FROM SELLER OR THE
COMPANY, DIRECTLY OR INDIRECTLY, IN ACCORDANCE WITH THE CONFIDENTIALITY
AGREEMENT.
(B)
SELLER AND THE COMPANY SHALL REASONABLY COOPERATE WITH BUYER WITH
RESPECT TO THE FINANCING BUYER DESIRES TO OBTAIN IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, BUT NOT LIMITED TO, ALLOWING BUYER
ACCESS TO INFORMATION REGARDING THE COMPANY, INCLUDING MATERIAL CONTRACTS.
6.2
INFORMATION.
EACH PARTY HERETO UNDERTAKES TO THE OTHER PARTIES
THAT IT WILL DISCLOSE PROMPTLY IN WRITING TO THE OTHER PARTIES ANY MATTER OR
THING WHICH MAY ARISE OR BECOME KNOWN AFTER THE DATE OF THIS AGREEMENT WHICH IS
INCONSISTENT WITH ANY REPRESENTATIONS OR WARRANTIES SET OUT IN ARTICLES 4 AND 5
AND WHICH MIGHT REASONABLY BE EXPECTED TO RESULT IN A FAILURE OF A CONDITION TO
CLOSING SET OUT IN ARTICLE 7 TO BE SATISFIED OR A CLAIM OR SERIES OF CLAIMS
UNDER THE COVENANTS OF ARTICLE 9. ANY SUCH NOTICE OR UPDATE TO ANY SCHEDULE TO
THIS AGREEMENT SHALL NOT AFFECT THE RIGHTS OF ANY PARTY HEREUNDER.
6.3
OPERATIONS IN THE ORDINARY COURSE OF BUSINESS.
FROM THE DATE
HEREOF THROUGH THE CLOSING DATE, EXCEPT AS OTHERWISE CONTEMPLATED BY THIS
AGREEMENT, THE COMPANY SHALL, AND SELLER SHALL CAUSE THE COMPANY TO, CONDUCT ITS
BUSINESS IN THE USUAL COURSE AND IN SUCH MANNER AS TO ENSURE THAT NO ACT OR
EVENT SHALL OCCUR PRIOR TO THE CLOSING DATE WHICH WOULD REASONABLY BE EXPECTED
TO RESULT IN A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET OUT IN ARTICLE
4.
WITHOUT LIMITING THE FOREGOING, SELLER SHALL PREPARE, OR SHALL CAUSE TO BE
PREPARED, THE FINANCIAL INFORMATION OF THE COMPANY AS NEEDED TO COMPILE THE
ESTIMATED A/R STATEMENT AND DETERMINE THE ESTIMATED ADJUSTED ACCOUNTS RECEIVABLE
AS CONTEMPLATED BY SECTION 3.2(B).
6.4
FORBEARANCE BY SELLER.
FROM THE DATE HEREOF THROUGH THE CLOSING
DATE, EXCEPT AS OTHERWISE CONTEMPLATED BY THIS AGREEMENT, THE COMPANY SHALL NOT,
AND SELLER SHALL CAUSE THE COMPANY NOT TO, WITHOUT THE PRIOR WRITTEN CONSENT OF
BUYER:
(A)
SELL, ASSIGN, LEASE, LICENSE, GRANT, MORTGAGE, PLEDGE, SUBJECT TO
ANY LIEN OR OTHERWISE CONVEY, TRANSFER OR DISPOSE OF ANY OF THE COMPANY ASSETS
OR ENTER INTO ANY AGREEMENT TO DO ANY OF THE FOREGOING;
(B)
ENTER INTO, AMEND, MODIFY, TERMINATE, CANCEL OR EXTEND ANY
MATERIAL CONTRACT (INCLUDING LICENSE AGREEMENTS OR FURTHER CONTRACTS THAT COULD
BE CONSIDERED LICENSE AGREEMENTS);
(C)
WAIVE OR RELEASE ANY RIGHTS, OR CANCEL, COMPROMISE, RELEASE OR
ASSIGN ANY CLAIMS HELD BY SELLER, EXCEPT IN THE ORDINARY COURSE OF BUSINESS;
(D)
INCUR ANY CAPITAL EXPENDITURES;
(E)
CHANGE ANY FINANCIAL ACCOUNTING METHODS, PRINCIPLES OR PRACTICES,
EXCEPT INSOFAR AS MAY BE REQUIRED BY A CHANGE IN GAAP; AND
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(F)
AUTHORIZE OR COMMIT OR AGREE TO DO ANY OF THE THINGS DESCRIBED IN