AFFILIATES' PAST OR CURRENT PROPERTIES, FACILITIES, OR
OPERATIONS THAT ARE IN THEIR POSSESSION OR UNDER THEIR REASONABLE CONTROL.
4.27
BUSINESS CONTINUITY.
NONE OF THE COMPUTER SOFTWARE, COMPUTER
HARDWARE (WHETHER GENERAL OR SPECIAL PURPOSE), TELECOMMUNICATIONS CAPABILITIES
(INCLUDING ALL VOICE, DATA AND VIDEO NETWORKS) AND OTHER SIMILAR OR RELATED
ITEMS OF AUTOMATED, COMPUTERIZED, AND/OR SOFTWARE SYSTEMS AND ANY OTHER NETWORKS
OR SYSTEMS AND RELATED SERVICES THAT ARE UNDER THE CONTROL OF TARGET AND ARE
USED BY OR RELIED ON BY TARGET IN THE CONDUCT OF ITS BUSINESS (COLLECTIVELY, THE
"SYSTEMS") HAVE EXPERIENCED BUGS, FAILURES, BREAKDOWNS, OR CONTINUED SUBSTANDARD
PERFORMANCE IN THE PAST TWELVE (12) MONTHS THAT HAS CAUSED ANY SUBSTANTIAL
DISRUPTION OR INTERRUPTION IN OR TO THE USE OF ANY SUCH SYSTEMS BY TARGET.
TARGET IS COVERED BY BUSINESS INTERRUPTION INSURANCE IN SCOPE AND AMOUNT
CUSTOMARY AND REASONABLE TO ENSURE THEIR ONGOING BUSINESS OPERATIONS.
4.28
CERTAIN BUSINESS RELATIONSHIPS WITH TARGET.
NONE OF SELLERS AND
NONE OF TARGET'S MANAGERS, OFFICERS OR EMPLOYEES OWNS ANY MATERIAL ASSET,
TANGIBLE OR INTANGIBLE, THAT IS USED IN THE BUSINESS OF TARGET.
4.29
CUSTOMERS AND SUPPLIERS.
SECTION 4.29 OF THE DISCLOSURE SCHEDULE
LISTS ALL SUPPLIERS OF TARGET AS OF THE DATE OF THIS AGREEMENT.
SINCE THE DATE
OF THE MOST RECENT BALANCE SHEET, (A) NO SUPPLIER OF TARGET HAS INDICATED THAT
IT SHALL STOP, OR DECREASE THE RATE OF, SUPPLYING MATERIALS, PRODUCTS OR
SERVICES TO TARGET, AND (B) NO CURRENT CUSTOMER OF TARGET HAS INDICATED THAT IT
SHALL STOP, OR DECREASE THE RATE OF, BUYING MATERIALS, PRODUCTS OR SERVICES FROM
TARGET, EXCEPT IN THE CASE OF (A) AND (B) ABOVE, AS WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
5.
PRE-CLOSING COVENANTS.
THE PARTIES AGREE AS FOLLOWS WITH RESPECT
TO THE PERIOD BETWEEN THE EXECUTION OF THIS AGREEMENT AND THE CLOSING:
5.1
GENERAL.
EACH OF THE PARTIES WILL USE HIS, HER, OR ITS
COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS AND TO DO ALL THINGS
NECESSARY, PROPER, OR ADVISABLE IN ORDER TO CONSUMMATE AND MAKE EFFECTIVE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING SATISFACTION OF THE
CONDITIONS SET FORTH IN SECTION 7 BELOW).
29
5.2
NOTICES AND CONSENTS.
SELLERS WILL CAUSE TARGET TO GIVE ANY
NOTICES TO THIRD PARTIES, AND WILL CAUSE TARGET TO USE ITS COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN ANY THIRD-PARTY CONSENTS REFERRED TO IN SECTION 4.3
ABOVE, ANY AUTHORIZATIONS, CONSENTS, AND APPROVALS OF GOVERNMENTS AND
GOVERNMENTAL AGENCIES REFERRED TO IN SECTION 4.3 ABOVE AT TARGET'S EXPENSE TO BE
PAID PRIOR TO CLOSING.
5.3
OPERATION OF BUSINESS.
RICH SCHMELZER AND SHERI SCHMELZER WILL
CAUSE TARGET TO OPERATE ITS BUSINESS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2.7(C)(I).
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WITHOUT
BUYER'S CONSENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED),
RICH SCHMELZER AND SHERI SCHMELZER WILL NOT CAUSE TARGET TO DECLARE, SET ASIDE,
OR PAY ANY DIVIDEND OR MAKE ANY DISTRIBUTION WITH OR RETURN OF CAPITAL RESPECT
TO THE MEMBERSHIP INTERESTS OR REDEEM, PURCHASE, OR OTHERWISE ACQUIRE ANY OF THE
MEMBERSHIP INTERESTS, PROVIDED THAT TARGET MAY MAKE CASH DISTRIBUTIONS PRIOR