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FCN » Topics » COVENANTS

This excerpt taken from the FCN 8-K filed Feb 23, 2005.

COVENANTS

 

Section 5.1 Access to Information. Each of the Sellers shall (1) give to FTI, the Buyers and their respective Representatives reasonable access, including for inspection and copying, during normal business hours throughout the period prior to the Closing, to each Seller’s properties, personnel, books, contracts, commitments, reports of examination and records reasonably requested by FTI or a Buyer, (2) furnish or cause to be furnished any and all financial, technical and operating data and other information pertaining to it as FTI or a Buyer may reasonably request, and (3) provide or cause to be provided such copies or extracts of documents and records related to each Seller’s business as FTI or a Buyer may reasonably request.

 

Section 5.2 Consents, Filings and Authorizations. As promptly as practicable after the date hereof, the parties hereto shall make all filings and submissions under such laws as are

 

Asset Purchase Agreement    34

applicable to them or to their respective Affiliates, and as may otherwise be required for them to consummate the transactions contemplated by this Agreement and the Related Agreements and shall consult with each other prior to such filing and shall not make any such filing or submission to which FTI, the Buyers or the Sellers’ Representative, as the case may be, reasonably object in writing. All such filings shall comply in form and content in all material respects with applicable laws. Subject to the terms and conditions herein, each party hereto, without payment or further consideration, shall use its commercially reasonable efforts to obtain the Third Party Consents and to take or cause to be taken all action and to do or cause to be done all things necessary, proper or advisable under applicable laws, Permits and orders, to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and the Related Agreements, including, but not limited to, obtaining all required consents, whether private or governmental, required in connection with such party’s performance of such transactions and each party shall cooperate with the other in all of the foregoing.

 

Section 5.3 Operation of Business. From and after the date of this Agreement and until the Closing Date, each Seller shall, unless otherwise consented to in writing by FTI and/or the Buyers:

 

  (a) carry on its business only in the Ordinary Course of Business, including using commercially reasonable efforts to obtain new customers to provide products and services to at prices consistent with such Seller’s normal practice;

 

  (b) keep its business and properties substantially intact, including its present operations, working conditions and relationships with customers, prospective customers and Ringtail Employees;

 

  (c) not, other than in the Ordinary Course of Business in arm’s-length third party transactions or as may be required by law or a Governmental Body, permit any Acquired Assets to be sold, licensed, leased or subjected to any Security Interest;

 

  (d) not materially modify any Material Contract, and shall continue the performance in the Ordinary Course of Business of its obligations under each Material Contract and other obligations to be included as part of the Acquired Assets or otherwise related to the Ringtail Business;

 

  (e) comply in all material respects with all applicable laws; and

 

  (f) not engage in any practice, take any action, or enter into any transaction of the sort described in Section 3.6.

 

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