THE CLOSING.
ARTICLE VII
ADDITIONAL AGREEMENTS
7.1
FURTHER ACTIONS.
AT ANY TIME FROM AND AFTER THE CLOSING, AT THE
REQUEST OF A PARTY AND WITHOUT FURTHER CONSIDERATION, EACH OTHER PARTY SHALL
EXECUTE AND DELIVER SUCH FURTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND
DOCUMENTS AND PERFORM SUCH OTHER ACTIONS AS THE REQUESTING PARTY MAY REASONABLY
REQUEST IN ORDER TO FULLY CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND
CARRY OUT THE PURPOSES AND INTENT OF THIS AGREEMENT.
7.2
CONDUCT OF BUSINESS PENDING CLOSING.
PRIOR TO THE CLOSING DATE,
THE COMPANY WILL (EXCEPT AS APPROVED IN WRITING BY BUYER OR OTHERWISE PERMITTED
UNDER THIS AGREEMENT):
(A)
CARRY ON ITS BUSINESS ONLY IN THE ORDINARY COURSE AND IN A MANNER
CONSISTENT WITH PAST PRACTICE;
(B)
MAINTAIN ITS PROPERTIES AND FACILITIES, INCLUDING THOSE HELD UNDER
LEASES, IN THEIR CURRENT GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND
TEAR EXCEPTED;
(C)
NOT SELL, LEASE, ENCUMBER OR OTHERWISE DISPOSE OF, OR AGREE TO
SELL, LEASE (WHETHER SUCH LEASE IS AN OPERATING OR CAPITAL LEASE), ENCUMBER OR
OTHERWISE DISPOSE OF ANY PORTION OF ITS ASSETS, OTHER THAN IN THE ORDINARY
COURSE CONSISTENT WITH PAST PRACTICE;
(D)
USE ALL COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN AND PRESERVE
ITS BUSINESS ORGANIZATION INTACT, RETAIN ITS PRESENT OFFICERS AND MAINTAIN ITS
RELATIONSHIPS WITH SUPPLIERS, VENDORS, CUSTOMERS, CREDITORS AND OTHERS HAVING
BUSINESS RELATIONS WITH IT;
(E)
NOT DECLARE, SET ASIDE OR PAY ANY DIVIDEND OR OTHER DISTRIBUTION
(WHETHER IN STOCK OR PROPERTY) WITH RESPECT TO ANY OF ITS EQUITY SECURITIES, OR
MAKE ANY REDEMPTION, PURCHASE OR OTHER ACQUISITION OF ANY OF ITS EQUITY
SECURITIES;
(F)
NOT ISSUE ANY MEMBERSHIP INTERESTS OR OPTIONS, WARRANTS OR OTHER
RIGHTS TO PURCHASE MEMBERSHIP INTERESTS, OR ANY SECURITIES CONVERTIBLE INTO, OR
EXCHANGEABLE FOR MEMBERSHIP INTERESTS;
(G)
NOT BORROW ANY MONEY OR INCUR OR GUARANTEE ANY INDEBTEDNESS FOR
BORROWED MONEY;
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(H)
NOT ENTER INTO OR AMEND ANY MATERIAL CONTRACTS OR AGREEMENTS;
(I)
NOT AMEND ITS ORGANIZATIONAL DOCUMENTS, INCLUDING WITHOUT
LIMITATION ITS LIMITED LIABILITY OPERATING AGREEMENT;
(J)
NOT ADOPT ANY PLAN OR AGREEMENT OF MERGER OR LIQUIDATION;
(K)
NOT CANCEL OR PAY ANY COMPANY DEBT (IN ANY AMOUNT, BUT EXCEPT FOR
PAYMENTS THAT ARE WITHIN THE SCOPE OF SECTION 3.4(E) ABOVE) OR WAIVE ANY
RECEIVABLES, CLAIMS OR RIGHTS IN EXCESS OF US$100,000 INDIVIDUALLY OR IN THE
AGGREGATE;
(L)
NOT MAKE ANY PAYMENTS TO ANY AFFILIATES EXCEPT IN THE ORDINARY
COURSE OF BUSINESS PURSUANT TO THE CONTRACT OPERATING AGREEMENT REFERRED TO IN
SECTION 10.1;
(M)
NOT MAKE ANY CHANGE IN ITS ACCOUNTING METHODS, PRINCIPLES OR
PRACTICES
(N)
NOT ENTER INTO ANY COMMITMENTS FOR CAPITAL EXPENDITURES IN EXCESS
OF US$250,000 (WITH THE EXCEPTION OF EMERGENCY OR LEASE-SAVING EXPENSES, WHICH
SHALL BE DISCLOSED TO BUYER AS SOON AS IS PRACTICABLE); AND
(O)
NOT ENTER INTO ANY EMPLOYMENT, CONSULTING OR SIMILAR CONTRACT OR
AGREEMENT WITH ANY OFFICER OR DIRECTOR OF THE COMPANY, OR HIRE ANY EMPLOYEES.
7.3
TITLE DEFECTS.
(A)
BUYER MUST DELIVER TO THE COMPANY IN WRITING AT LEAST THREE
BUSINESS DAYS PRIOR TO THE CLOSING DATE (THE "NOTIFICATION DEADLINE") A WRITTEN
NOTICE SPECIFYING EACH