Laserfiche WebLink
(1) Access to Information. Subject to Buyees and Chances obligations <br />hereunder and under the Coafidentiality Agreement with respect to confidentiality, allow Buyer and <br />its authorized representatives reasonable access during normal business hours to the Assets and the <br />physical plant, offices, properties and records of the Falcon Companies for the purpose of inspection, <br />and furnish or cause to be furnished to Buyer or its authorized representatives all information with <br />respect to the Assets or the Falcon Companies that Buyer may reasonably request. Any <br />investigation or request for information shall be conducted in such a manner as not to interfere with <br />the business or operations of the Falcon Companies and the Systems. <br />(2) Insurance. Maintain the existing insurance policies on the Systems <br />and the Assets (or comparable replacement policies). <br />(3) Books and Records. Maintain the Falcon Companies' books and <br />records substantially in accordance with past practices. <br />(4) Financial Information. Furnish to Buyer (i) within forty-five days <br />after the end of each calendar quarter between the date hereof and the Closing Date, an unaudited <br />consolidated balance sheet and statement of operations for the Falcon Companies for each such <br />calendar quarter and (ii) any other information (including management notes) furnished to the <br />Falcon Companies' senior lenders or filed by the Falcon Companies with the SEC, which financial <br />information shall be prepared from the Falcon Companies' books and records maintained in the <br />ordinary course of business substantially in accordance with past practices; <br />(5) Compliance with Laws. Comply with all Legal Requirements <br />applicable to the Falcon Companies and the operation of the Systems, except to the extent of matters <br />ofnon-compliance which in the aggregate would not be material to the Falcon Companies taken as <br />a whole. <br />(6) Keep Oreanivai on Intact. Except with respect to any departure of any <br />of the Falcon Companies' employees between the date hereof and Closing, or the termination of <br />employmentofcermin Falcon Company employees as provided in Section 6.9(a), use commercially <br />reasonable efforts to preserve intact the Falcon Companies' business and organization relating to the <br />Systems and preserve for Buyer the goodwill of the Falcon Companies' suppliers, customers and <br />uthms having business relations with them. <br />(7) Capital Expenditure Prostum. After the execution of this Agreement <br />Falcon will cause the Falcon Companies to use commercially reasonable efforts to make capital <br />expenditures, including maintenance and rebuild and upgrade expenditures, materially consistent <br />with the Capital Expenditure Budget, subject to applicable contractual restrictions. If requested by <br />Buys, subject to applicable contractual restrictions and Falcon's approval, which approval will not <br />be utuemo tablywithheld, Falcon will cause the Falcon Companies to use commercially reasonable <br />efforts to make capital expenditures in excess of the Capital Expenditure Budget at the written <br />request of Buyer, so long as the timing and manner of the expenditures so requested by Buyer arc <br />reasonable. As provided for in Section 2.4(bXxii), at the Closing, the Closing Net Liabilities shall <br />be decreased by the total amount of capital expenditures made by the Falcon Compania after the <br />u <br />wroiarsrvrFrs�vnaav 43 <br />