IS REFERENCED BY) THE TERMS OF SECTION 3.10.
(H)
THE COMPANY SHALL DISCONTINUE THE COLLECTION OF ITS (CURRENT) ONE
DOLLAR AND FIFTY CENT ($1.50) MARKET VOLATILITY ADJUSTMENT (THE "MARKET
VOLATILITY ADJUSTMENT") ON THE EARLIER OF AUGUST 31, 2006 OR THE MONTH PRIOR TO
THE COMMENCEMENT OF NEW RATES AS AUTHORIZED IN CASE NUMBER 05-G-1359 CURRENTLY
BEFORE THE NEW YORK STATE PUBLIC SERVICE COMMISSION ON MOTION OF THE COMPANY,
AND SHALL THEREAFTER REFRAIN FROM FURTHER COLLECTION OF ANY AMOUNTS HAVING THE
CHARACTERISTICS OF THE MARKET VOLATILITY ADJUSTMENT, REGARDLESS OF THE ECONOMIC
VALUE, PURPOSE OR TERMINOLOGY THEREOF.
5.02.
Access to and Delivery of Books and Records.
(A)
BETWEEN THE DATE HEREOF AND THE CLOSING DATE, THE COMPANY SHALL
AFFORD TO C&T AND ITS AUTHORIZED REPRESENTATIVES FULL ACCESS AT ALL REASONABLE
TIMES AND UPON REASONABLE NOTICE TO THE OFFICES, PROPERTIES, BOOKS, RECORDS,
OFFICERS, EMPLOYEES AND OTHER ITEMS OF THE COMPANY, AND THE WORK PAPERS OF ITS
INDEPENDENT ACCOUNTANTS, RELATING TO WORK DONE BY SUCH ACCOUNTANTS WITH RESPECT
TO THE COMPANY FOR EACH OF THE FISCAL YEARS ENDED 2003, 2004 AND 2005 (AND PRIOR
YEARS IF REQUESTED), AND OTHERWISE PROVIDE SUCH
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ASSISTANCE AS IS REASONABLY REQUESTED BY C&T IN ORDER THAT C&T MAY HAVE A FULL
OPPORTUNITY TO MAKE SUCH INVESTIGATION AND EVALUATION AS IT SHALL REASONABLY
DESIRE TO MAKE OF THE BUSINESS AND AFFAIRS OF THE COMPANY. IN ADDITION, THE
COMPANY SHALL COOPERATE FULLY (INCLUDING PROVIDING INTRODUCTIONS WHERE
NECESSARY) WITH C&T TO ENABLE C&T TO CONTACT UPON REASONABLE PRIOR NOTICE TO THE
COMPANY SUCH THIRD PARTIES, INCLUDING CUSTOMERS, PROSPECTIVE CUSTOMERS,
SPECIFYING AGENCIES, VENDORS OR SUPPLIERS OF THE COMPANY, AS C&T DEEMS
REASONABLY NECESSARY TO COMPLETE ITS DUE DILIGENCE. C&T SHALL USE ITS BEST
EFFORTS TO ALLOW THE COMPANY TO BE PRESENT (IN PERSON OR BY TELEPHONE IN THE
CASE OF TELEPHONIC CONTACT) WHEN C&T MAKES CONTACT WITH THE COMPANY'S CUSTOMERS,
PROSPECTIVE CUSTOMERS, SPECIFYING AGENCIES, VENDORS OR SUPPLIERS.
(B)
BETWEEN THE DATE HEREOF AND THE CLOSING DATE, THE COMPANY SHALL
PROMPTLY DELIVER TO C&T MONTHLY UNAUDITED, CONSOLIDATING BALANCE SHEETS AND
UNAUDITED, CONSOLIDATING STATEMENT OF INCOME AND CASH FLOWS THE COMPANY,
PREPARED IN A MANNER CONSISTENT WITH PRIOR MONTHLY PERIODS AND REFLECT ALL
ADJUSTING ENTRIES NECESSARY TO PRESENT FAIRLY THE FINANCIAL CONDITION OF THE
COMPANY AS OF THE DATES THEREOF AND RESULTS OF OPERATIONS FOR THE PERIODS
REFERRED TO THEREIN.
5.03.
Conditions; Filings; Consents. The Company shall use its
commercially reasonable best efforts to (a) cause the conditions set forth in
Section 8.01 to be satisfied and to consummate the transactions contemplated
herein as soon as reasonably possible after the satisfaction thereof (but in any
event within three business days after such date), (b) pursuant to Section 6.01,
obtain from any Governmental Entities any consents, licenses, permits, waivers,
approvals, authorizations or orders required to be obtained or made by the
Company in connection with the authorization, execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby and
(c) give any required notices to third parties and use its commercially