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<br />past practices and, to the extent consistent with such operation, <br />use its best efforts to (A) preserve its current business <br />organization intact, (B) keep available the services oP the <br />Company's employees, (C) continue normal marketing, advertising <br />and promotional expenditures, and (D) preserve any beneficial <br />business relationships with all customers, suppliers and others <br />having business dealings with the Company; <br />(ii) maintain (A) all the assets and properties <br />owned or leased by it in good condition and repair, ordinary wear <br />excepted, and (B) in full force and effect all insurance policies <br />with responsible companies, comparable in amount, scope, and' <br />coverage to that in effect on the date of this Agreement. <br />(iii) (A) duly comply with all applicable Legal <br />Requirements; (B) perform all of its obligations under all <br />contracts without default; and (C) maintain its books, records, <br />and accounts in the usual, regular, and ordinary manner on a <br />basis consistent with past practices; <br />(iv) (A) give to Buyer and its counsel, _ <br />accountants and other representatives full access during normal <br />business hours to the premises of the Company, all of the assets <br />and properties owned or leased by the Company, the Company's <br />books and records, and the Company's personnel; (B) furnish to <br />Buyer and such representatives all such additional documents <br />(certified by an officer of the Company, if requested), financial <br />information and other information as Buyer, may from time to time <br />reasonably request; and (C) permit Buyer and its accountants to <br />examine the records and working papers pertaining to the <br />Company's financial statements; provided that no investigation by <br />Buyer or its representatives will affect or limit the scope of <br />any of the representations and warranties of Seller herein or in <br />any Transaction Document or limit the liability of Seller for any <br />breach of such representations and warranties; <br />(v) use its best efforts to obtain in writing as <br />promptly as possible all approvals and consents required to be <br />obtained by Seller in order to consummate the transactions <br />contemplated hereby and deliver to Buyer copies, satisfactory in <br />form and substance to Buyer, of such approvals and consents; <br />(vi) promptly notify Buyer of any circumstance, <br />event or action, by the Company or Seller or otherwise, <br />(A) which, if known at the date of this Agreement, would have <br />been required to be disclosed in or pursuant to this Agreement, <br />or (B) the existence, occurrence or taking of which would result <br />in any of the representations and warranties of Seller in this <br />Agreement or in any Transaction Document not being true and <br />correct immediately thereafter or at Closing, and, with respect <br />to clause (B), use its best efforts to remedy the same. <br />12 <br />