ITS PRODUCTS AND SERVICES, OR
THE PURCHASE OF MATERIALS, SUPPLIES AND SERVICES USEABLE IN THE ORDINARY COURSE
OF BUSINESS;
(G)
MODIFY, TERMINATE OR ALLOW TO LAPSE ANY INSURANCE POLICY RELATING
TO THE ACQUIRED BUSINESS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
(H)
INSTITUTE OR SETTLE ANY LEGAL PROCEEDING;
(I)
TAKE ANY ACTION OR FAIL TO TAKE ANY ACTION PERMITTED BY THIS
AGREEMENT WITH THE KNOWLEDGE THAT SUCH ACTION OR FAILURE TO TAKE ACTION WOULD
RESULT IN (I) ANY OF THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH
IN THIS AGREEMENT BECOMING UNTRUE OR (II) ANY OF THE CONDITIONS TO THE CLOSING
SET FORTH IN ARTICLE V NOT BEING SATISFIED; OR
(J)
AGREE IN WRITING OR OTHERWISE TO TAKE ANY OF THE FOREGOING
ACTIONS.
IN ADDITION TO THE FOREGOING, SELLERS AGREE THAT, IN THE EVENT A BUSINESS
EMPLOYEE RESIGNS OR IS TERMINATED PRIOR TO THE CLOSING DATE, IT WILL CONFER WITH
BUYER PRIOR TO SOLICIT BUYER'S INPUT PRIOR TO MAKING ANY OFFER TO ANY CANDIDATE
FOR REPLACEMENT.
NOTHING HEREIN SHALL PREVENT SELLER FROM MAKING ANY OFFER; THE
INTENT IS SOLELY TO REQUIRE SELLER TO OBTAIN BUYER'S INPUT PRIOR TO MAKING SUCH
A DECISION.
THIS REQUIREMENT SHALL NOT APPLY TO ANY TEMPORARY EMPLOYEE.
4.5
REPLACEMENT PURCHASE ORDERS.
THE BUYER SHALL REPLACE ALL
OUTSTANDING PURCHASE ORDERS (THE "REPLACEMENT PURCHASE ORDERS") WITH SELLERS'S
COMPONENT SUPPLIERS WITH BUYER'S OWN PURCHASE ORDERS SUCH THAT SELLERS IS
RELEASED FROM ALL LIABILITIES IN CONNECTION WITH THESE ORDERS.
4.6
ACCESS TO INFORMATION.
THE SELLERS SHALL PERMIT REPRESENTATIVES
OF THE BUYER TO HAVE FULL ACCESS (AT ALL REASONABLE TIMES, AND IN A MANNER SO AS
NOT TO INTERFERE WITH THE NORMAL
14
BUSINESS OPERATIONS OF THE SELLERS) TO ALL PREMISES, PROPERTIES, FINANCIAL, TAX
AND ACCOUNTING RECORDS, CONTRACTS, BUSINESS DATA, INVENTORY RECORDS, OTHER
RECORDS AND DOCUMENTS, AND PERSONNEL, OF OR PERTAINING TO THE SELLERS AND
RELATING TO THE ACQUIRED BUSINESS (BUT SPECIFICALLY EXCLUDING ANY PROFIT-RELATED
DATA) FOR THE PURPOSE OF PERFORMING SUCH INSPECTIONS AND TESTS AS THE BUYER
DEEMS NECESSARY OR APPROPRIATE.
4.7
NOTICE OF BREACHES.
FROM THE DATE OF THIS AGREEMENT UNTIL THE
CLOSING, EACH PARTY SHALL PROMPTLY DELIVER TO THE OTHER PARTY SUPPLEMENTAL
INFORMATION CONCERNING EVENTS OR CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE
HEREOF WHICH WOULD RENDER ANY REPRESENTATION, WARRANTY OR STATEMENT IN THIS
AGREEMENT OR ANY DISCLOSURE SCHEDULE INACCURATE OR INCOMPLETE AT ANY TIME AFTER
THE DATE OF THIS AGREEMENT UNTIL THE CLOSING.
NO SUCH SUPPLEMENTAL INFORMATION
SHALL BE DEEMED TO AVOID OR CURE ANY MISREPRESENTATION OR BREACH OF WARRANTY OR
CONSTITUTE AN AMENDMENT OF ANY REPRESENTATION, WARRANTY OR STATEMENT IN THIS
AGREEMENT OR ANY DISCLOSURE SCHEDULE.
4.8
EXCLUSIVITY.
(A)
UP TO AND INCLUDING THE CLOSING DATE OR AT SUCH TIME THAT THIS
AGREEMENT IS TERMINATED PURSUANT TO ARTICLE VIII HEREOF, THE SELLERS SHALL NOT,
AND THE SELLERS SHALL REQUIRE EACH OF THEIR AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, REPRESENTATIVES AND AGENTS NOT TO, DIRECTLY OR INDIRECTLY,
(I) INITIATE, SOLICIT, ENCOURAGE OR OTHERWISE FACILITATE ANY INQUIRY, PROPOSAL,
OFFER OR DISCUSSION WITH ANY PARTY (OTHER THAN THE BUYER)