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conducted with regard to the Assets and agrees to allow access to the Assets by the persons retained by Buyer to conduct such environmental investigations. Buyer agrees to retain all information obtained in the course of its due diligence or reported in any environmental reports with respect to the Assets on a confidential basis and if the Contemplated Transactions do not close, to return to Seller or DMC, as the case may be, any documents it may have received. After Closing, Buyer shall cooperate with DMC in providing the documents and other information needed in resolving claims of and against the Seller's estate. 5.2 Operation and Preservation of Business. (a) Except as otherwise required by law or expressly permitted or contemplated by the Plan, without the prior written consent of Buyer (which shall not be unreasonably withheld) Seller shall not, prior to Closing, acquire, sell or dispose of any of the Assets except (i) the acquisition of raw materials and (ii) sale of inventory in the ordinary and usual course of business. (b) Except as otherwise required by law, permitted by this Agreement or the Plan, or where Buyer consents in writing to noncompliance with this subsection (b), Seller and DMC shall, after the date of this Agreement and until the Closing, operate the Business as presently operated and only in the ordinary course and consistent with past practices. 5.3 Disclosure. Neither this Agreement nor any certificate, report, statement or other document or information furnished to the Buyer in connection herewith or with the consummation of the Contemplated Transactions (taken as a whole), contains any material misstatement of fact or o(nits to.state a material fact necessary to make the statements contained herein or therein not misleading. As of the date of this Agreement, there is no fact known to the Seller or DMC which materially adversely affects the condition or operation of the Assets or the Business of AMC as it is currently being conducted that has not been disclosed in writing to the Buyer. Seller and DMC shall, from the date of this Agreement until the Closing Date, promptly disclose in writing to Buyer all information as to facts or events that have or reasonably could have an adverse effect on the Assets or the operation of the Business or on Buyer's ability to operate the Business after the Closing. This covenant shall survive the Closing. 6. Definitions. As used in this Agreement, the following terms have the meanings specified or referred to in this Section 6. 6.1 "Assets" -- See Section 1.2. - 10 -