FROM, RELATING
TO OR RESULTING FROM THE BUSINESS;
(VII)
BE OR AGREE TO BE A PARTY TO ANY MERGER, CONSOLIDATION OR OTHER
BUSINESS COMBINATION;
(VIII)
ENTER INTO OR MODIFY ANY EMPLOYMENT AGREEMENT OR SIMILAR LEGALLY
BINDING COMMITMENT WITH ANY SECOND TERRITORY EMPLOYEES OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS;
(IX)
ENTER INTO OR MODIFY, OR ENGAGE IN ANY NEGOTIATIONS WITH RESPECT
TO, ANY COLLECTIVE BARGAINING, UNION AGREEMENT OR SIMILAR COMMITMENT WITH ANY
TRANSFERRED SECOND TERRITORY EMPLOYEES;
(X)
EXCEPT FOR EMPLOYEE TURNOVER IN THE ORDINARY COURSE OF BUSINESS,
ANY MATERIAL CHANGE IN THE PERSONNEL OR IN THE RESPONSIBILITIES OR REPORTING
RELATIONSHIP OF THE EMPLOYEES (A) OF THE BUSINESS OR (B), WITH RESPECT TO THE
DEVELOPMENT AND MANUFACTURE OF LATERAL FLOW IMMUNOASSAY PRODUCTS AND RELATED
PRODUCTS, OF THE EXISTING FACILITY;
(XI)
MAKE OR COMMIT TO ANY CAPITAL EXPENDITURE OR ACQUIRE ANY PROPERTY
OR ASSETS (OTHER THAN RAW MATERIALS, PARTS AND COMPONENTS PURCHASED IN THE
ORDINARY COURSE OF BUSINESS) FOR USE IN THE BUSINESS WHICH, INDIVIDUALLY OR IN
THE AGGREGATE, EXCEED FIFTY THOUSAND DOLLARS ($50,000) EXCEPT TO THE EXTENT ANY
SUCH CAPITAL EXPENDITURE
36
OR ACQUISITION, AND ANY CONTRACT OR AGREEMENT RELATED THERETO, DOES NOT
REPRESENT AN ASSUMED LIABILITY;
(XII)
ENTER INTO ANY AGREEMENT OR COMMITMENT WITH RESPECT TO THE
BUSINESS HAVING A TERM IN EXCESS OF NINETY (90) DAYS EXCEPT FOR AGREEMENTS OR
COMMITMENTS WHICH ARE TERMINABLE WITHOUT COST OR PENALTY WITHIN SIXTY (60) DAYS
BY MERELY GIVING NOTICE TO THE OTHER PARTY;
(XIII)
ENTER INTO ANY AGREEMENT OR COMMITMENT THAT RESTRICTS THE SELLER
ENTITIES FROM CARRYING ON THE BUSINESS ANYWHERE IN THE WORLD;
(XIV)
CANCEL ANY DEBTS OR WAIVE ANY CLAIMS OR RIGHTS OF SUBSTANTIAL VALUE
ARISING FROM, RELATING TO OR RESULTING FROM THE BUSINESS;
(XV)
ENTER INTO ANY CONTRACT OR AGREEMENT THAT WOULD CONSTITUTE A
MATERIAL CONTRACT;
(XVI)
ENTER INTO ANY MANUFACTURING AGREEMENT WITH A THIRD PARTY EXCEPT TO
THE EXTENT SUCH AGREEMENT IS FREELY ASSIGNABLE AT BUYER'S REQUEST TO BUYER OR
ABON WITHOUT SUCH THIRD PARTY'S CONSENT;
(XVII)
AMEND OR MODIFY ANY MATERIAL CONTRACT OR WAIVE, DELAY THE EXERCISE
OF, RELEASE OR ASSIGN ANY RIGHT OR CLAIM UNDER, ANY MATERIAL CONTRACT;
(XVIII)
CREATE ANY NEW OR AMEND OR MODIFY OR TERMINATE ANY EXISTING
EMPLOYEE PLANS; OR
(XIX)
AGREE OR OTHERWISE COMMIT, WHETHER IN WRITING OR OTHERWISE, TO DO
ANY OF THE FOREGOING.
5.3
Access. From the date hereof and prior to the Closing, the
Seller Entities shall, and shall cause their Affiliates to (a) provide Buyer and
its representatives with such information as Buyer or its representatives may
from time to time reasonably request with respect to the Business and the
transactions contemplated by this Agreement, (b) provide Buyer and its
representatives reasonable access during regular business hours and upon
reasonable notice to the properties, books and records of the Business as Buyer
or its representatives may from time to time reasonably request and (c) permit
Buyer and its representatives to discuss the Business of the Seller Entities
with Seller Entities' officers and, with the prior consent