BY INSURANCE OR IS COVERED BY INSURANCE WHICH
CONTAINS A RETROACTIVE PREMIUM ADJUSTMENT, (II) INITIATE OR JOIN ANY MATERIAL
ACTION OR (III) PAY, DISCHARGE OR SATISFY ANY MATERIAL CLAIM OR LIABILITY OTHER
THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(W)
GRANT ANY LICENSE OR SUBLICENSE, OR
DISPOSE OF, SELL, ENCUMBER OR OTHERWISE TRANSFER ANY RIGHTS UNDER OR WITH
RESPECT TO ANY MATERIAL INTELLECTUAL PROPERTY OF THE COMPANY OR ITS
SUBSIDIARIES, OTHER THAN NON-EXCLUSIVE LICENSES GRANTED IN THE ORDINARY COURSE
OF BUSINESS;
***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.
45
(X)
CANCEL ANY MATERIAL INSURANCE
POLICIES, OR FAIL TO RENEW ANY MATERIAL INSURANCE POLICIES UPON EXPIRATION OR
TERMINATION WITH SUBSTANTIALLY THE SAME LEVELS OF COVERAGE AS THE INSURANCE
AFFORDED UNDER THE CONTRACTS LISTED IN SCHEDULE 4.12 OF THE DISCLOSURE
SCHEDULES, OR FAIL TO CAUSE ANY AND ALL BENEFITS UNDER SUCH CONTRACTS WITH
RESPECT TO THE BUSINESS, OPERATIONS, EMPLOYEES, PROPERTIES OR ASSETS OF THE
COMPANY AND ITS SUBSIDIARIES TO BE PAID OR PAYABLE (WHETHER BEFORE OR AFTER THE
DATE OF THIS AGREEMENT) TO THE COMPANY AND ITS SUBSIDIARIES IN ACCORDANCE WITH
THE TERMS OF SUCH CONTRACTS; PROVIDED, THAT IF THE ANNUAL PREMIUMS FOR SUCH
COVERAGE AND AMOUNT OF INSURANCE WOULD EXCEED 100% OF SUCH CURRENT ANNUAL RATE,
THE COMPANY AND ITS SUBSIDIARIES SHALL PROVIDE THE MAXIMUM COVERAGE WHICH SHALL
THEN BE AVAILABLE AT AN ANNUAL PREMIUM EQUAL TO 100% OF SUCH RATE; OR
(Y)
ENTER INTO ANY CONTRACT TO DO OR
ENGAGE IN ANY OF THE FOREGOING.
***Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. Copies of the exhibit containing the redacted
portions have been filed separately with the Securities and Exchange Commission
subject to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act.
46
SECTION 6.2
COVENANTS REGARDING INFORMATIONFROM THE DATE HEREOF
UNTIL THE CLOSING DATE, TO THE EXTENT PERMITTED BY APPLICABLE UNITED STATES
EXPORT CONTROL LAWS AND THE COMPANY TAAS IN PLACE AND UPON REASONABLE NOTICE,
THE COMPANY AND ITS SUBSIDIARIES SHALL AFFORD THE BUYERS AND THEIR
REPRESENTATIVES REASONABLE ACCESS TO THE REPRESENTATIVES, ASSETS, PROPERTIES AND
BOOKS AND RECORDS (INCLUDING RETURNS, TAX INFORMATION AND RECORDS) OF THE
COMPANY AND EACH OF ITS SUBSIDIARIES, THE COMPANY AND ITS SUBSIDIARIES SHALL
FURNISH THE BUYERS WITH ALL SUCH INFORMATION AND DATA (INCLUDING COPIES OF
CONTRACTS AND SUCH OTHER FINANCIAL, OPERATING AND OTHER DATA AND INFORMATION AS
THE BUYERS MAY REASONABLY REQUEST) AND SHALL REASONABLY ASSIST AND COOPERATE
WITH THE BUYERS AND, SUBJECT TO THE REASONABLE CONSENT OF THE COMPANY AS TO THE
CHOICE OF AN INDEPENDENT CONSULTANT, ANY PERSON WHO MIGHT PERFORM ANY TESTING OR
HAVE ACCESS TO ANY INFORMATION, INCLUDING WITHOUT LIMITATION, ANY INDEPENDENT
CONSULTANT CONDUCTING