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• enforceable against Maxwell in accordance with its terms, except as such obligations <br />and enforceability may be limited by bankruptcy, insolvency, reorganization, <br />moratorium and other similar laws and general principles of equity relating to or <br />limiting the enforceability of rights generally. <br />3.4 Consents. All consents, approvals, authorizations and orders required <br />of or with respect to Maxwell and necessary for the purchase and acceptance of the <br />Assets and the Shares have been obtained. <br />3.5 Capital AdequacX. Maxwell, after giving effect to the transactions <br />contemplated by this Agreement, will have sufficient capital with which to engage <br />in its business and will have assets exceeding its liabilities on both a balance sheet <br />and market value basis. Maxwell has not incurred and, to the best of Maxwell's <br />knowledge, will not incur debts beyond its ability to pay as such debts mature. <br />Maxwell has the intent and capacity to discharge all of its current and anticipated <br />obligations both before and after giving effect to the transactions contemplated <br />hereby. <br />ARTICLE IV <br />Covenants of the Companies <br />During the period commencing on the date hereof and continuing through <br />the Closing Date, the Companies agree (except as expressly contemplated by this <br />Agreement or to the extent that Maxwell shall otherwise consent in writing, which <br />consent shall not be unreasonably withheld) that they shall do the following: <br />4.1 Access. The Companies shall afford Maxwell and its accountants, <br />counsel and other representatives with reasonable access during normal business <br />hours, upon reasonable notice and in such manner as will not unreasonably <br />interfere with the conduct of the Business, to the properties, books, files and records <br />of the Companies relevant to this transaction to enable Maxwell to make a complete <br />examination of the assets, properties, and commitments of the Companies and the <br />condition thereof, and shall furnish promptly to Maxwell, upon request, a copy of <br />each report, notice and other document filed or received by the Companies, or on <br />behalf of the Companies, pursuant to the requirements of applicable regulatory law <br />and all other information pertaining to the Assets that the Companies are <br />authorized to disclose. Maxwell will conduct this examination in cooperation with <br />the officers of the Companies and in such a manner as to minimize any disruption <br />or interference in the normal business or operations of the Companies. Maxwell <br />agrees to indemnify and hold harmless the Companies from and against all loss, <br />cost and expense (including attorneys fees) incurred, suffered by, or claimed against <br />• the Companies by reason of any actual damage to the property or injury to persons <br />8 <br />